ANTITRUST LAWS COMPLIANCE Sample Clauses

ANTITRUST LAWS COMPLIANCE. There is an applicable exemption to rules and regulations of the Antitrust Laws applicable to the transactions contemplated by this Merger Agreement.
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ANTITRUST LAWS COMPLIANCE. As soon as practicable after the date of execution of this Agreement, Seller and Purchaser shall each make filings if and as required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and related acts and regulations (the "HSR Act"). Each party shall keep the other party apprised of the status of any inquiries made of such party by the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or any other Governmental Authority with respect to this Agreement or the transactions contemplated hereby. Each party shall use reasonable efforts to obtain the earliest termination or waiver of the HSR Act waiting period possible.
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ANTITRUST LAWS COMPLIANCE. All required filings under the HSR Act and other Antitrust Laws applicable to the transactions to be consummated at the Closing shall have been completed, and all applicable waiting periods (and any extension thereof), if any, under the HSR Act and such other Antitrust Laws shall have expired or been terminated, and any approvals or clearances required thereunder must have been obtained.
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ANTITRUST LAWS COMPLIANCE. As soon as practicable (but in no event less than fifteen (15) business days) after the execution of this Agreement, Purchaser and the Company will each make filings as required under Title II of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Filing"). Each party will cooperate with the other in accomplishing such filings and will keep the other party apprised of the status of any inquiries made of such party by the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, or any other governmental agency with respect to this Agreement or the transaction contemplated hereby.
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ANTITRUST LAWS COMPLIANCE. The parties acknowledge that the transaction contemplated by this Agreement is subject to the provisions of the Premerger Rules and other Laws concerning antitrust and fair bate. Accordingly, the following provisions shall apply:
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ANTITRUST LAWS COMPLIANCE. As soon as practicable after the execution of this Agreement, each of the parties will make all filings required of it under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. Each party and/or its affiliates shall pay all of the filing fees required of such party in connection therewith. Each party will cooperate with the other parties in accomplishing such filings and will keep the other parties apprised of the status of any inquiries made of such party by the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or any other governmental agency with respect to this Agreement or the transactions contemplated hereby or thereby.
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ANTITRUST LAWS COMPLIANCE. Buyer and First Tennessee National Corporation, a Tennessee corporation, and ultimate parent of FTB, each have made filings as required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules, regulations and policies adopted thereunder. The transfer of the Interests hereunder is expressly conditioned upon the waiting period relating to any such filings having duly expired or been duly terminated by the appropriate Agencies without the commencement of any action by any such agencies to restrain or postpone the transactions contemplated hereby.
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ANTITRUST LAWS COMPLIANCE. No later than thirty (30) days after the ------------------------- date of the execution hereof, Buyer and Seller will each make filings as required under Title II of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"). Seller and Buyer shall each pay one-half of all fees payable to governmental authorities in connection with such filings. Each party will cooperate with the other in accomplishing such filings and will keep the other party apprised of the status of any inquiries made of such party by the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, or any other governmental agency with respect to this Agreement or the transaction contemplated hereby. The transfer of the Assets hereunder is expressly conditioned upon the waiting period relating to any such filings having duly expired or been duly terminated by the appropriate government agencies without the commencement of any action by any such agencies to restrain or postpone the transaction contemplated hereby.
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ANTITRUST LAWS COMPLIANCE. If it is determined that a filing is required, with respect to the transactions contemplated by this Agreement, under Title II of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Company, the Stockholders and the Buyer shall each make such filings as are required under the HSR Act. The Company, the Stockholders and the Buyer shall each pay only the fee charged that filer, if any, by the applicable regulations of any Governmental Body in connection with the filings required by the HSR Act, and shall not be required to contribute to any other party's costs or fees. The obligations of the parties to this Agreement are subject to the expiration of any waiting periods (including any extensions of time occasioned by requests by the Federal Trade Commission or the Department of Justice for further information about the transactions) applicable to the Contemplated Transactions under the HSR Act. The Closing shall not take place until such waiting periods (including any extensions thereof) have expired without the Federal Trade Commission or the Department of Justice having indicated to any party to this Agreement an intention to initiate proceedings or having initiated proceedings which look to preventing the Contemplated Transactions. The Company, the Stockholders and Buyer shall make, or cause to be made, all filings required under the HSR Act in order to consummate the Contemplated Transactions. If the Federal Trade Commission or the Department of Justice requests additional information from the Company, the Stockholders or Buyer or imposes any condition upon the Contemplated Transactions, the Company, the Stockholders and Buyer will use their commercially reasonable best efforts to cooperate with the Federal Trade Commission and the Justice Department.
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Related to ANTITRUST LAWS COMPLIANCE

  • Antitrust Laws Any applicable waiting period under the HSR Act or other applicable antitrust Laws relating to the transactions contemplated by this Agreement or the Collateral Agreements shall have expired or been terminated.

  • HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.

  • Antitrust Approvals The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.

  • Governmental Approvals and Filings Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

  • Governmental Filings The parties shall have made any required filing with Governmental Entities in connection with this Agreement and the exhibit agreements, and any approvals related thereto shall have been obtained or any applicable waiting periods shall have expired. If a proceeding or review process by a Governmental Entity is pending in which a decision is expected, Buyer shall not be required to consummate the transactions contemplated by this Agreement until such decision is reached or rendered, notwithstanding Buyer’s legal ability to consummate the transactions contemplated by this Agreement prior to such decision being reached or rendered.

  • HSR Compliance The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Governmental Approvals; No Conflicts The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

  • Governmental Authorizations and Regulations Schedule 2.15 lists all licenses, franchises, permits and other governmental authorizations held by Seller material to the use of the Purchased Assets. Such licenses, franchises, permits and other governmental authorizations are valid, and Seller has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. Except as set forth on Schedule 2.15, Seller holds all licenses, franchises, permits and other governmental authorizations, the absence of any of which could have a material adverse effect on the use of the Purchased Assets.

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

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

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