Common use of BEST EFFORTS; TAKING OF NECESSARY ACTION Clause in Contracts

BEST EFFORTS; TAKING OF NECESSARY ACTION. (a) Each of the parties hereto agrees to use its best efforts to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, the execution of those agreements, instruments and documents described in Article VIII hereof and those other actions described in Article VIII hereof. (b) Purchaser shall (i) as soon as practicable after the date hereof, file such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority in connection with the transactions contemplated hereby, and (ii) use its best efforts to consult with and keep Wxxxx Fargo informed as to the status of such matters. To the extent that any application, notice, registration or request so filed contains any significant information relating to Wxxxx Fargo, the Sellers, or the Island Finance Business, prior to submitting such application, notice, registration or request to any Governmental Authority, Purchaser will permit Wxxxx Fargo to review such information. Wxxxx Fargo shall use its best efforts to cooperate with Purchaser in the preparation and filing of any applications, notices, registrations and responses to requests for additional information from Governmental Authorities made by Purchaser with any Governmental Authority in connection with the transactions contemplated by this Agreement, including providing such information as Purchaser may reasonably request for inclusion in such applications, notices, registrations and responses. (c) Each of Wxxxx Fargo and the Sellers shall (i) as soon as practicable after the date hereof, file such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority in connection with the transactions contemplated hereby, and (ii) use its best efforts to consult with and keep Purchaser informed as to the status of such matters. To the extent that any application, notice, registration or request so filed contains any significant information relating to Purchaser or its Affiliates, prior to submitting such application, notice, registration or request to any Governmental Authority, Wxxxx Fargo or the applicable Seller will permit Purchaser to review such information. Purchaser shall use its best efforts to cooperate with Wxxxx Fargo and the Sellers in the preparation and filing of any applications, notices, registrations and responses to requests for additional information from Governmental Authorities made by Wxxxx Fargo or a Seller with any Governmental Authority in connection with the transactions contemplated by this Agreement, including providing such information as Wxxxx Fargo or a Seller may reasonably request for inclusion in such applications, notices, registrations and responses. (d) Following the Closing, to the extent required by the terms of the applicable Lease, each of the parties hereto agrees to use commercially reasonable efforts to promptly obtain a Lease Assignment and Assumption Agreement executed by the lessor of any Facility included in the Purchased Assets with respect to which no such Lease Assignment and Assumption Agreement has been obtained at the time of the Closing.

BEST EFFORTS; TAKING OF NECESSARY ACTION. (a) Each of the parties hereto agrees to use its best efforts promptly to take or cause to be taken all action and promptly 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. In case at any time after the Closing Date any further action is necessary, includingproper or advisable to carry out the purposes of this Agreement, but not limited to, the execution of those agreements, instruments and documents described in Article VIII hereof and those other actions described in Article VIII hereof. (b) Purchaser shall (i) as soon as reasonably practicable each party to this Agreement shall cause its proper officers and/or directors to take all such necessary action. Without limiting the foregoing, the Assuming Bank agrees to promptly prepare and file all applications and other notices required in connection with on or before the 15th business day after the date hereof, file such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority in connection with the transactions contemplated hereby, and (ii) use its best efforts to consult obtain promptly and comply with all conditions contained in, the regulatory approvals described in Section 10.2(b) and keep Wxxxx Fargo informed any other consent, approval or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority required or necessary to be made, obtained or complied with, as the case may be, by the Assuming Bank in connection with the performance of this Agreement by the Assuming Bank or the consummation of the transactions contemplated hereby; provided, that any delay by Seller in furnishing information for the application or reviewing the application shall extend the period in which the Assuming Bank is required to file the status of such mattersapplication under this Section 11.4 The Assuming Bank shall provide an information request to Seller for Seller's information to be included in the application on or before the tenth business day after the date hereof. To the extent that any application, notice, registration or request so application filed in connection with obtaining any such approval contains any significant information relating to Wxxxx Fargo, the Sellers, or the Island Finance BusinessSeller, prior to submitting such application, notice, registration or request application to any Governmental Authorityregulatory agency, Purchaser the Assuming Bank will permit Wxxxx Fargo Seller to review such informationinformation and will consider in good faith the suggestions of Seller with respect thereto. Wxxxx Fargo Seller shall have the right to approve any such information that relates to Seller, provided that such approval shall not be unreasonably withheld. The Assuming Bank shall use its best efforts to cooperate insure that any information provided by Seller, its Affiliates or representatives to be submitted in connection with Purchaser in the preparation submissions to governmental or administrative agencies or authorities receives confidential treatment if so requested by Seller. The Assuming Bank shall provide to Seller copies of all applications and filing of any applications, notices, registrations and responses to requests for additional information from Governmental Authorities made by Purchaser with any Governmental Authority other notices required in connection with the transactions contemplated by this Agreementregulatory approvals described in Section 10.2(b) (excluding personal financial information relating to directors or regulatory examinations of the Assuming Bank and its Affiliates) and any other consent, including providing such information as Purchaser may reasonably request for inclusion in such applicationsapproval or other action by, noticesor notice to, registrations and responses. (c) Each of Wxxxx Fargo and the Sellers shall (i) as soon as practicable after the date hereof, file such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority registration or filing in connection with the transactions transaction contemplated hereby, and (ii) use its best efforts to consult with and keep Purchaser informed as to the status by this Agreement within five days of such matterssubmissions. To The Assuming Bank shall provide copies of any comments, requests or actions by governmental or administrative agencies or authorities to Seller within five days of the extent that Assuming Bank's receipt thereof. The Assuming Bank shall not be required to provide copies of any application, notice, registration such comments or request so filed contains any significant requests which relate to personal information relating to Purchaser of directors or regulatory examinations of the Assuming Bank and its Affiliates, prior to submitting unless such application, notice, registration comments or request to any Governmental Authority, Wxxxx Fargo or requests indicate that the applicable Seller will permit Purchaser to review such informationapplications related thereto may not be approved. Purchaser Information provided under this paragraph shall use its best efforts to cooperate with Wxxxx Fargo and the Sellers in the preparation and filing of any applications, notices, registrations and responses to requests for additional information from Governmental Authorities made by Wxxxx Fargo or a Seller with any Governmental Authority in connection with the transactions contemplated by this Agreement, including providing such information as Wxxxx Fargo or a Seller may reasonably request for inclusion in such applications, notices, registrations and responses. (d) Following the Closing, be subject to the extent required by the terms provisions of the applicable Lease, each of the parties hereto agrees to use commercially reasonable efforts to promptly obtain a Lease Assignment and Assumption Agreement executed by the lessor of any Facility included in the Purchased Assets with respect to which no such Lease Assignment and Assumption Agreement has been obtained at the time of the ClosingSection 11.1(f).

BEST EFFORTS; TAKING OF NECESSARY ACTION. (a) Each of the parties hereto agrees to use its best efforts promptly to take or cause to be taken all action and promptly 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. In case at any time after the Closing Date any further action is necessary, includingproper or advisable to carry out the purposes of this Agreement, but not limited to, the execution of those agreements, instruments and documents described in Article VIII hereof and those other actions described in Article VIII hereof. (b) Purchaser shall (i) as soon as reasonably practicable each party to this Agreement shall cause its proper officers and/or directors to take all such necessary action. Without limiting the foregoing, Xxxxxx and the Assuming Bank agree to promptly prepare and file all applications and other notices required in connection with on or before the later of July 26, 2002 or the 15th business day after the date hereof, file such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority in connection with the transactions contemplated hereby, and (ii) use its best efforts to consult obtain promptly and comply with all conditions contained in, the regulatory approvals described in Section 10.2(b) and keep Wxxxx Fargo informed any other consent, approval or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority required or necessary to be made, obtained or complied with, as the case may be, by Xxxxxx or the Assuming Bank in connection with the performance of this Agreement by Xxxxxx or Assuming Bank or the consummation of the transactions contemplated hereby; provided, that any delay by Seller in furnishing information for the application or reviewing the application shall extend the period in which Xxxxxx or the Assuming Bank is required to file the status of such mattersapplication under this Section 11.3 Xxxxxx shall provide an information request to Seller for Seller's information to be included in the application on or before the tenth business day after the date hereof. To the extent that any application, notice, registration or request so application filed in connection with obtaining any such approval contains any significant information relating to Wxxxx Fargo, the Sellers, or the Island Finance BusinessSeller, prior to submitting such application, notice, registration or request application to any Governmental Authorityregulatory agency, Purchaser Xxxxxx and the Assuming Bank will permit Wxxxx Fargo Seller to review such informationinformation and will consider in good faith the suggestions of Seller with respect thereto. Wxxxx Fargo Seller shall have the right to approve any such information that relates to Seller, provided that such approval shall not be unreasonably withheld. Xxxxxx and the Assuming Bank shall use its their best efforts to cooperate insure that any information provided by Seller, its Affiliates or representatives to be submitted in connection with Purchaser in the preparation submissions to governmental or administrative agencies or authorities receives confidential treatment if so requested by Seller. Xxxxxx and filing Assuming Bank shall provide to Seller copies of any applications, notices, registrations all applications and responses to requests for additional information from Governmental Authorities made by Purchaser with any Governmental Authority other notices required in connection with the transactions contemplated by this Agreementregulatory approvals described in Section 10.2(b) (excluding confidential information of the Assuming Bank and its Affiliates) and any other consent, including providing such information as Purchaser may reasonably request for inclusion in such applicationsapproval or other action by, noticesor notice to, registrations and responses. (c) Each of Wxxxx Fargo and the Sellers shall (i) as soon as practicable after the date hereof, file such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority registration or filing in connection with the transactions transaction contemplated hereby, and (ii) use its best efforts to consult with and keep Purchaser informed as to the status by this Agreement within five days of such matterssubmissions. To the extent that Xxxxxx and Assuming Bank shall provide copies of any applicationcomments, notice, registration requests or request so filed contains actions by governmental or administrative agencies or authorities to Seller within five days of Xxxxxx and Assuming Bank's receipt thereof. Xxxxxx and Assuming Bank shall not be required to provide copies of any significant such comments or requests which relate to personal information relating to Purchaser of directors or regulatory examinations of Assuming Bank and its Affiliates, prior to submitting unless such application, notice, registration comments or request to any Governmental Authority, Wxxxx Fargo or requests indicate that the applicable Seller will permit Purchaser to review such informationapplications related thereto may not be approved. Purchaser Information provided under this paragraph shall use its best efforts to cooperate with Wxxxx Fargo and the Sellers in the preparation and filing of any applications, notices, registrations and responses to requests for additional information from Governmental Authorities made by Wxxxx Fargo or a Seller with any Governmental Authority in connection with the transactions contemplated by this Agreement, including providing such information as Wxxxx Fargo or a Seller may reasonably request for inclusion in such applications, notices, registrations and responses. (d) Following the Closing, be subject to the extent required by the terms provisions of the applicable Lease, each of the parties hereto agrees to use commercially reasonable efforts to promptly obtain a Lease Assignment and Assumption Agreement executed by the lessor of any Facility included in the Purchased Assets with respect to which no such Lease Assignment and Assumption Agreement has been obtained at the time of the ClosingSection 11.1(f).

BEST EFFORTS; TAKING OF NECESSARY ACTION. (a) Each of the parties ----------------------------------------- hereto agrees to use its best efforts promptly to take or cause to be taken all action and promptly 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. In case at any time after the Closing Date any further action is necessary, includingproper or advisable to carry out the purposes of this Agreement, but not limited to, the execution of those agreements, instruments and documents described in Article VIII hereof and those other actions described in Article VIII hereof. (b) Purchaser shall (i) as soon as reasonably practicable after each party to this Agreement shall cause its proper officers and/or directors to take all such necessary action. Without limiting the date hereofforegoing, the Assuming Bank agrees to promptly prepare and file such applications, notices, registrations all applications and requests as may be other notices required or advisable to be filed by it with any Governmental Authority in connection with the transactions contemplated herebywith, and (ii) to use its best efforts to consult obtain promptly and comply with all conditions contained in, the regulatory approvals described in Section 10.2(b) and keep Wxxxx Fargo informed any other consent, approval or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority required or necessary to be made, obtained or complied with, as to the status case may be, by the Assuming Bank in connection with the performance of such mattersthis Agreement by the Assuming Bank or the consummation of the transactions contemplated hereby. To the extent that any application, notice, registration or request so application filed in connection with obtaining any such approval contains any significant information relating to Wxxxx Fargo, the Sellers, or the Island Finance BusinessSeller, prior to submitting such application, notice, registration or request application to any Governmental Authorityregulatory agency, Purchaser the Assuming Bank will permit Wxxxx Fargo Seller to review such informationinformation and will consider in good faith the suggestions of Seller with respect thereto. Wxxxx Fargo Seller shall have the right to approve any such information that relates to Seller, provided that such approval shall not be unreasonably withheld. The Assuming Bank shall use its best efforts to cooperate insure that any information provided by Seller, its Affiliates or representatives to be submitted in connection with Purchaser in the preparation submissions to governmental or administrative agencies or authorities receives confidential treatment if so requested by Seller. The Assuming Bank shall provide to Seller copies of all applications and filing of any applications, notices, registrations and responses to requests for additional information from Governmental Authorities made by Purchaser with any Governmental Authority other notices required in connection with the transactions contemplated by this Agreementregulatory approvals described in Section 10.2(b) (excluding personal financial information relating to directors or regulatory examinations of the Assuming Bank and its Affiliates) and any other consent, including providing such information as Purchaser may reasonably request for inclusion in such applicationsapproval or other action by, noticesor notice to, registrations and responses. (c) Each of Wxxxx Fargo and the Sellers shall (i) as soon as practicable after the date hereof, file such applications, notices, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority registration or filing in connection with the transactions transaction contemplated hereby, and (ii) use its best efforts to consult with and keep Purchaser informed as to the status by this Agreement within Exhibit 2.2 five days of such matterssubmissions. To The Assuming Bank shall provide copies of any comments, requests or actions by governmental or administrative agencies or authorities to Seller within five days of the extent that Assuming Bank's receipt thereof. The Assuming Bank shall not be required to provide copies of any application, notice, registration such comments or request so filed contains any significant requests which relate to personal information relating to Purchaser of directors or regulatory examinations of the Assuming Bank and its Affiliates, prior to submitting unless such application, notice, registration comments or request to any Governmental Authority, Wxxxx Fargo or requests indicate that the applicable Seller will permit Purchaser to review such informationapplications related thereto may not be approved. Purchaser Information provided under this paragraph shall use its best efforts to cooperate with Wxxxx Fargo and the Sellers in the preparation and filing of any applications, notices, registrations and responses to requests for additional information from Governmental Authorities made by Wxxxx Fargo or a Seller with any Governmental Authority in connection with the transactions contemplated by this Agreement, including providing such information as Wxxxx Fargo or a Seller may reasonably request for inclusion in such applications, notices, registrations and responses. (d) Following the Closing, be subject to the extent required by the terms of the applicable Lease, each of the parties hereto agrees to use commercially reasonable efforts to promptly obtain a Lease Assignment and Assumption Agreement executed by the lessor of any Facility included in the Purchased Assets with respect to which no such Lease Assignment and Assumption Agreement has been obtained at the time of the ClosingConfidentiality Agreement.