Best Efforts; No Inconsistent Action. Each party will use its best efforts to effect the transactions contemplated by this Agreement and to fulfill the conditions to the obligations of the other parties set forth in Article 6 or 7 of this Agreement. No party will take any action inconsistent with its obligations under this Agreement or that could hinder or delay the consummation of the transactions contemplated by this Agreement, except that nothing in this Section 5.02 shall limit the rights of the parties under Articles 6, 7 and 8.
Best Efforts; No Inconsistent Action. Each party will use its best efforts to cause the conditions over which it has control to be satisfied on or before the Closing. No party will take any action which will foreseeably result in the nonsatisfaction of any condition stated in Section 4 or 5 on or before the Closing.
Best Efforts; No Inconsistent Action. GD Sub, DMO and Shareholders will each use its best efforts to effect the transactions contemplated by this Agreement and to fulfill the conditions to the obligations of the other parties set forth in Article 6 or 7 of this Agreement. No party will take any action inconsistent with its obligations under this Agreement or that could hinder or delay the consummation of the transactions contemplated by this Agreement, except that nothing in this Section 5.02 shall limit the rights of the parties under Articles 6, 7 and 8.
Best Efforts; No Inconsistent Action. (a) Subject to the terms and conditions hereof, ITTI and Purchaser agree to use their 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 (i) to consummate and make effective the transactions contemplated by this Agreement and to cause the conditions to each party's obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including obtaining all licenses, certificates, permits, approvals, clearances, authorizations, qualifications and orders (each a "Consent") of any Governmental Authority required for the satisfaction of Section 7.1(b) to the extent set forth therein and (ii) to obtain all other Consents listed on Schedules 4.2 and 4.4, (it being understood that the failure to obtain any such Consents shall not, in and of itself, cause the condition set forth in Section 7.3(b) to be deemed not to be satisfied). Each of ITTI and Purchaser agree that (i) no contact will be initiated with, or consent sought from, any Governmental Authority (other than in respect of antitrust or merger control approval) prior to the Closing Date without prior consultation with the other party and (ii) each party will be given notice of and a reasonable opportunity to participate in contacts with Governmental Authorities regarding antitrust or merger control matters. ITTI and Purchaser shall cooperate fully with each other to the extent reasonable in connection with the foregoing.
Best Efforts; No Inconsistent Action. Subject to the terms and conditions hereof, and to the fiduciary duties of the GMHC Board under applicable law as advised by counsel, each party will use its best efforts to effect the transactions contemplated by this Agreement and to fulfill the conditions to the obligations of the opposing parties set forth in Article 6 of this Agreement. No party will take any action inconsistent with its obligations under this Agreement or that could hinder or delay the consummation of the transactions contemplated by this Agreement without legal authority or basis, except that nothing in this Section 5.5 will limit the rights of the parties under Article 6 of this Agreement.
Best Efforts; No Inconsistent Action. SALD and Purchaser will act in good faith and to use their 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 to consummate and make effective the transactions contemplated by this Agreement and to cause the conditions to each Party's obligation to close the transactions contemplated hereby as set forth in Article VI to be satisfied, including applying for promptly and doing all things necessary to obtain by the Closing Date all licenses, certificates, permits, approvals, clearances, authorizations, qualifications and orders (each a "Consent") of any Governmental Authority required for the satisfaction of Section 6.1(b) to the extent set forth therein, and in connection therewith (i) to minimize any negative tax and other costs to the other Party but without material cost to itself and only to the extent practicable, (ii) to obtain all other Consents listed on Schedules 3.2, 3.4 and 4.3, (it being understood that the failure to obtain any such Consents shall not, in and of itself, cause the condition set forth in Section 6.3(b) to be deemed not to be satisfied) and (iii) to effect the orderly transition of employees and to modify, amend or cause the assumption by another person of employee benefit arrangements which, as a result of the sale and purchase provided for in this Agreement, need to be modified, amended or assumed pursuant to applicable law.
Best Efforts; No Inconsistent Action. GDSC, CDC and Shareholders will each use its best efforts to effect the transactions contemplated by this Agreement and to fulfill the conditions to the obligations of the other parties set forth in Article 6 or 7 of this Agreement. No party will take any action inconsistent with its obligations under this Agreement or that could hinder or delay the consummation of the transactions contemplated by this Agreement, except that nothing in this Section 5.02 shall limit the rights of the parties under Articles 6, 7 and 8.
Best Efforts; No Inconsistent Action. Each party will use its best efforts to effect the transaction contemplated by this agreement and to fulfil the conditions to the obligations of the parties set forth in this agreement. No party will take any action inconsistent with its obligations under this agreement or that could hinder or delay the consummation of the transactions contemplated by this agreement.
Best Efforts; No Inconsistent Action. Subject to the terms and conditions hereof, and to the fiduciary duties of the E/One Board under applicable law as advised by counsel, each party will use its best efforts to effect the transactions contemplated by this Agreement and to fulfill the conditions to the obligations of the opposing parties set forth in Article 7 of this Agreement. No party will take any action inconsistent with its obligations under this Agreement or that could hinder or delay the consummation of the transactions contemplated by this Agreement without legal authority or basis, except that nothing in this Section 6.6 will limit the rights of the parties under Article 7 of this Agreement.
Best Efforts; No Inconsistent Action. Each party will use its best efforts to effect the transactions contemplated by this Agreement and to fulfill the conditions to the obligations of the opposing parties set forth in Sections 14 or 15 of this Agreement; provided, that, except as otherwise provided herein, neither party shall be required to file any lawsuit or take any legal action against a third party, waive any rights, pay any amount (other than normal filing fees) or agree to any restriction in connection therewith. No party will take any action inconsistent with its obligations under this Agreement or that could hinder or delay the consummation of the transactions contemplated by this Agreement.
