Best Efforts and Cooperation; Further Assurances. Prior to the Closing Date, with the cooperation of the Company and the Stockholder where appropriate, the Purchaser shall:
(i) promptly comply with all filing requirements which federal, state or local law may impose on the Purchaser with respect to the transactions contemplated by this Agreement; and
(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 the Purchaser in connection with the transactions contemplated by this Agreement.
Best Efforts and Cooperation; Further Assurances. Prior to the ------------------------------------------------ Closing Date, with the cooperation of Xceed 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 domain name, patent, trademark and service xxxx registrations and applications for registration as set forth in Schedule 3.1(h) or otherwise owned or controlled by the Company.
Best Efforts and Cooperation; Further Assurances. Subject to the fiduciary obligations of its Board of Directors, prior to the Effective Time, with the cooperation of TelaLink where appropriate, which cooperation TelaLink hereby agrees to provide, CCCI shall:
(i) promptly comply with all filing requirements which federal, state or local law may impose on CCCI with respect to the transactions contemplated by this Agreement; and
(ii) use all reasonable 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 CCCI 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 CCCI in connection with the transactions contemplated by this Agreement.
Best Efforts and Cooperation; Further Assurances. Prior to the Effective Time, with the cooperation of CCCI where appropriate, TelaLink and each of its subsidiaries shall:
(i) promptly comply with all filing requirements which federal, state or local law may impose on it with respect to the transactions contemplated by this Agreement; and
(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 TelaLink or its subsidiaries in connection with the transactions contemplated by this Agreement.
Best Efforts and Cooperation; Further Assurances. Prior to the Closing Date, with the cooperation of Telscape 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 owned by or controlled by the Company.
Best Efforts and Cooperation; Further Assurances. Prior to the Closing Date and thereafter, with the cooperation of Purchaser where appropriate, the Seller and/or Worldwide, as applicable, shall:
(i) promptly comply with all filing requirements which federal, state or local law may impose on the Seller and/or Worldwide with respect to the transactions contemplated by this Agreement;
(ii) use its best 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 Seller and/or Worldwide 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 Seller and/or Worldwide 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 patent, trademark and service xxxx registrations and applications for registration as set forth in Schedule 3.1(i)(viii) or otherwise owned by controlled by the Seller; and
(iv) use its best efforts and take any and all other actions necessary to facilitate or otherwise ensure consummation of: (A) the private offering by the Purchaser of an aggregate of $1,000,000 in principal amount of 10% Convertible Promissory Notes (the "Debt Offering"); and (B) the private offering by the Purchaser of its equity securities (the "Equity Offering").
Best Efforts and Cooperation; Further Assurances. Prior to the Closing Date and thereafter, with the cooperation of the Seller and Worldwide, the Purchaser shall:
(i) promptly comply with all filing requirements which federal, state or local law may impose on the Purchaser with respect to the transactions contemplated by this Agreement; and
(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 the Purchaser in connection with the transactions contemplated by this Agreement; and
(iii) use its best efforts and take any and all other actions necessary to facilitate or otherwise ensure consummation of: (A) the Debt Offering; and (B) the Equity Offering.
Best Efforts and Cooperation; Further Assurances. Prior to the Closing Date, with the cooperation of Purchaser and Newco where appropriate, the Company shall:
(i) promptly 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; and
(ii) use all reasonable 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 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.
Best Efforts and Cooperation; Further Assurances. Prior to the Closing Date, with the cooperation of Purchaser where appropriate, the Company shall:
Best Efforts and Cooperation; Further Assurances. Prior to the ------------------------------------------------ Closing Date, with the cooperation of the Company and the Members 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.
