Best Efforts and Cooperation. The Company and Purchaser each shall use (and shall cause its subsidiaries to use) its best efforts to cause the conditions set forth in Article VIII to be satisfied and to consummate the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company shall use (and shall cause its subsidiaries to use) its best efforts (including providing information and communication) to obtain each of the consents or waivers identified pursuant to Section 6.1(d)(ii) and to obtain as promptly as practicable all necessary approvals, authorizations and consents of Governmental Entities required to be obtained in order to consummate the transactions contemplated hereby, and each of the parties hereto shall cooperate with the others in obtaining all such consents, waivers, approvals and authorizations.
Best Efforts and Cooperation. The Company and Purchaser each shall use (and shall cause its subsidiaries to use) its best efforts to cause the conditions set forth in Article VIII to be satisfied and to consummate the Merger and the other transactions contemplated by this Agreement.
Best Efforts and Cooperation. Prior to the First Closing Date, with the cooperation of Purchaser where appropriate, the Company and the Stockholder shall:
4.4.1. timely comply with all filing requirements imposed under any Legal Requirements applicable to the Company with respect to the Contemplated Transactions;
4.4.2. not take any action that would cause any representation or warranty contained herein to be inaccurate, untrue, incomplete, or misleading;
4.4.3. provide, for Purchaser’s review no less than five (5) days before the due date, all such Tax returns (including returns for short periods) and other documents relating to the period up to and including the First Closing Date, and file, if required, all such Tax returns or other documents, if any, that are required to be filed prior to the First Closing Date; and
4.4.4. furnish upon request such further information, and execute and deliver to Purchaser such other documents and to do such other acts and things, all as Purchaser may reasonably request for the purpose of carrying out the intent of this Agreement and the Contemplated Transactions, including but not limited to an acknowledgement by the investors in the First Financing (and the Second Financing, at the time it occurs) that they have reviewed this Stock Purchase Agreement and are familiar with the provisions contained herein, and that they acknowledge the risks of investing in the Company.
Best Efforts and Cooperation. The Parties shall each use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable, and to cooperate with each other as is reasonably required for such purpose, to consummate and make effective the transactions contemplated by this Agreement, provided that nothing in this Agreement shall obligate either Sellers or Buyer to waive any conditions
Best Efforts and Cooperation. Plaintiffs, Class Members, the AFL- related Defendants, the AFL and all AFL Teams each hereby pledge their best efforts and cooperation (a) to secure Court Approval of this Agreement; (b) to defend the Agreement or Court Approval of the Agreement in any forum in which they may be challenged; and (c) to implement the provisions of the Agreement in a manner consistent with good faith and fair dealing.
Best Efforts and Cooperation. Further Assurances. Prior to the ------------------------------------------------ Closing Date, with the cooperation of the Company and the Interestholders where appropriate, Xceed shall:
(i) timely comply with all filing requirements which federal, state or local law may impose on Xceed with respect to the transactions contemplated by this Agreement;
(ii) use its diligent efforts to take all actions necessary to be taken, make any filing and obtain any consent, authorization or approval of or exemption by any governmental authority, regulatory agency or any other third party which is required to be filed or obtained by Xceed in connection with the transactions contemplated by this Agreement; and
(iii) not take any action that would cause any representation or warranty contained herein to be inaccurate, untrue, incomplete or misleading.
Best Efforts and Cooperation. CAC agrees to use its best efforts to ---------------------------- execute, or to cause its affiliates to execute, the documents called for by this Article. FPLEOS agrees to execute such agreements, reasonably satisfactory in form and substance to FPLEOS, and take such actions as may be reasonably necessary on its part to effectuate the foregoing. The forms of all such documents shall be prepared by CAC at its expense and shall be subject to approval by the Trustee and Collateral Agent under the Financing Documents.
Best Efforts and Cooperation. FURTHER ASSURANCES. Prior to the Closing Date, with the cooperation of THINK where appropriate, the Company shall:
(i) timely comply with all filing requirements which federal, state or local law may impose on the Company with respect to the transactions contemplated by this Agreement;
(ii) use its diligent efforts to take all actions necessary to be taken, make any filing and obtain any consent, authorization or approval of or exemption by any governmental authority, regulatory agency or any other third party (including, without limitation, any landlord or lessor of the Company and any party to whom notification is required to be delivered or from whom any form of consent is required) which is required to be filed or obtained by the Company in connection with the transactions contemplated by this Agreement;
(iii) make full and timely payment of all fees and annuities and take all other action appropriate to maintain in full force and effect any and all patent, trademark and service xxxx registrations and applications for registration as set forth in Schedule 3.1(i) or otherwise owned or controlled by the Company.
Best Efforts and Cooperation. The Settling Parties: (1) acknowledge that they intend to consummate this Settlement Agreement; and (2) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Agreement. Class Counsel and Defendant’s Counsel agree to cooperate with one another in seeking entry of an order granting Preliminary Approval of this Agreement and the Final Judgment, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Agreement.
Best Efforts and Cooperation. The Settling Parties acknowledge that it is their intent to consummate this Settlement Agreement. Accordingly, the Settling Parties agree to cooperate to the extent necessary to effectuate and implement all terms and conditions of the Settlement Agreement and exercise their best efforts to establish the foregoing terms and conditions of the Settlement Agreement. The Settling Parties further agree to cooperate in effecting notice to members of the Settlement Class and in securing the Court’s approval of the Settlement.
