Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties will use its Reasonable Best Efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement including (a) obtaining all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, making all necessary registrations and filings and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental agency or authority; (b) obtaining all necessary consents, approvals or waivers from any other Person; (c) defending any claim, investigation, action, suit or other legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (d) executing additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party will promptly consult with the other and provide necessary information (including copies thereof) with respect to all filings made by such party with the any agency or authority in connection with this Agreement and the transactions contemplated hereby.
Actions by the Parties. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (10) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including requesting early termination thereof. Notwithstanding the foregoing, nothing in this Section 6.7(a) shall require, or be construed to require, Parent or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Parent, the Company, the Surviving Corporation or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to materially and adversely impact the economic or business benefits to Purchaser of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.
Actions by the Parties. It is anticipated that the MOU shall be implemented through various methods that may include, but are not limited to:
Actions by the Parties. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of RHA, the approval, consent, authorization, or waiver of RHA’s Executive Director shall constitute the approval, consent, authorization or waiver of RHA without further action of the Commission. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of City, the approval, consent, authorization, or waiver of City’s City Manager or designee shall constitute the approval, consent, authorization or waiver of City without further action of the City Council.
Actions by the Parties. Each of the parties shall use its best efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, the satisfaction of the conditions to closing of the parties set forth in Article V.
Actions by the Parties. Subject to the terms and conditions set forth in this Agreement, each of the parties will use its reasonable efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings (including, but not limited to, filings with all applicable Governmental Entities), and to lift any injunction or other legal bar to the transactions contemplated by this Agreement (and, in such case, to proceed with the Closing as expeditiously as possible). Each of the parties will take all actions as may be reasonably directed by Parent for purposes of consummating the transactions contemplated by this Agreement.
Actions by the Parties. Prior to the Closing Date, none of the Parties shall take any action or fail to take any action that will result in any representation or warranty of such Party contained in this Agreement not being true and correct.
Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will use its reasonable best efforts to take or cause to be taken all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective in the most expeditious
Actions by the Parties. Each of the Parties agrees to use its reasonable best efforts to satisfy the conditions to Closing set forth in Article 10 hereof and to refrain from taking any action within its control which would cause a breach of a representation or warranty set forth herein; provided, however, that neither Seller nor Buyer shall be required to expend any funds or incur any costs to prevent or cure a breach of the representations and warranties set forth in Article 4.
Actions by the Parties. The parties respectively covenant and agree ---------------------- as follows with respect to the period commencing on the date of this Agreement and ending on the Closing Date:
