Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action 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, including providing information and using reasonable best efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings.
Agreement to Cooperate; Further Assurances. In case at any time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and Managers of the Company and each Member and their respective Affiliates shall execute such further documents (including assignments, acknowledgments and consents and other instruments of Transfer) and shall take such further action as shall be necessary or desirable to effect such Transfer and to otherwise carry out the purposes of this Agreement, in each case to the extent not inconsistent with applicable law.
Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the other Transaction Documents, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing Date any further action is necessary or desirable to transfer any Shares, the Warrant or the Warrant Shares to Purchaser or otherwise to carry out the purposes of this Agreement and the other Transaction Documents, the Company and Purchaser shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the purposes of this Agreement and the other Transaction Documents, in each case to the extent not inconsistent with applicable law.
Agreement to Cooperate; Further Assurances. The Rollover Stockholder solely in such capacity agrees to use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable and reasonably requested by Holdings to consummate and make effective the contribution of Rollover Shares contemplated hereby.
Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all action 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, including providing information and using reasonable best efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings; provided, however, that, without the prior written consent of Sunstone Parties, no party shall pay any cash or other consideration, make any commitments or incur any liability or other obligation in an aggregate amount in excess of $200,000 in connection with the obtaining of all consents required to effect the Transactions. In case at any time after the Closing Date any further action is necessary or desirable to transfer any of the Lessee and Management Equity pursuant to the terms of this Agreement, or to otherwise to carry out the terms of this Agreement, the parties hereto and their respective Affiliates shall execute such further documents (including assignments, acknowledgments and consents and other instruments of transfer) and shall take such further action as shall be necessary or desirable to effect such transfer and to otherwise carry out the terms of this Agreement, in each case to the extent not inconsistent with applicable law provided that Alter and Biedxxxxx xxx not required to make any payments thereby and are reimbursed for all expenses and costs incurred.
Agreement to Cooperate; Further Assurances. The Investors and the Parent Entities shall use their reasonable best efforts to take, or cause to be taken, all action 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 hereby.
Agreement to Cooperate; Further Assurances. Subject to the ------------------------------------------ terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action 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 and the Merger Agreements, subject to the appropriate vote of unitholders of NRLP and stockholders of ART described in Section 8.1 (a) hereof, including providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings (including filings under the HSR Act); provided that nothing herein shall require Newco, ART or NRLP to hold, manage or operate any assets separately in order to obtain any such consent or approval or to enter into any sale or divestiture of assets. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or the Merger Agreements, the proper partners, officers and directors of each party to this Agreement shall take all necessary actions to the extent not inconsistent with their other duties and obligations or applicable law.
Agreement to Cooperate; Further Assurances. Investor and Aggregator shall each use its reasonable best efforts to take, or cause to be taken, all action 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 hereby.
Agreement to Cooperate; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including providing information and using all reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings (including under the HSR Act). After the Closing Date, Buyer and Retail Sub shall, at reasonable times, permit Seller to make reasonable examination of the books and records of the Business relating to time periods ending at or prior to the Closing Date and shall permit Seller to make copies of the relevant portions of such books and records at Seller's expense, in each case to the extent necessary for Seller or its Affiliates to comply with applicable legal, Tax or accounting requirements. After the Closing Date, Seller shall, at reasonable times, permit Buyer and Retail Sub to make reasonable examinations of the books and records of the Business still in the possession of Seller and relating to time periods ending at or prior to the Closing Date and shall permit Buyer and Retail Sub to make copies of the relevant portions of such books and records at their expense, in each case to the extent necessary for Buyer, Retail Sub or their Affiliates to comply with applicable legal, Tax or accounting requirements.
Agreement to Cooperate; Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties shall use all reasonable efforts to take, or cause to be taken, all action 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 providing information and using reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings. In case at any time after the Closing any further action is necessary or desirable for the Exchange or otherwise to carry out the purposes of this Agreement, the parties shall execute such further documents and shall take such further action as shall be necessary or desirable to effect such purchase and to otherwise carry out the purposes of this Agreement, in each case to the extent not inconsistent with applicable law.
