Best Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its best reasonable efforts to take, or cause to be taken, all actions, 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 Agreement. Each party shall promptly consult with the other and provide any necessary information and material with respect to all filings made by such party with any Governmental Entity in connection with this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby.
Best Reasonable Efforts. Buyer shall use its best reasonable efforts to consummate the transactions contemplated by this Agreement and to obtain as quickly as practicable the approvals and consents necessary for such consummation.
Best Reasonable Efforts. Upon the terms and subject to the ----------------------- conditions set forth in this Agreement, each of the parties agrees to use its best reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Reorganization and the other transactions contemplated by this Agreement. The Parent and the Company will use their best reasonable efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental entities or third parties, including parties to loan agreements or other debt instruments, in connection with the transactions contemplated by this Agreement, including the Reorganization and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations.
Best Reasonable Efforts. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, the Purchaser and the Company, agree to use their respective best reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary and appropriate, under any applicable laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing.
(b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to and subject to such confidentiality agreements as may be reasonably necessary or requested, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement unless otherwise prohibited by law. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation 50 58 with the other party, an appropriate response in compliance with such request. To the extent that transfers of permits or Environmental Permits are required as a result of execution of this Agreement or consummation of the transactions contemplated hereby, the Company shall use its commercia...
Best Reasonable Efforts. Subject to the terms and conditions of ----------------------- this Agreement, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all actions, 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 Agreement; provided that nothing contained in this Section 2(e) shall restrict any officer, director or employee of the Securityholder or its subsidiaries from taking any action in his or her capacity as a director of the Company which is permitted to be taken pursuant to Section 4.2 of the Merger Agreement.
Best Reasonable Efforts. Between the date of this Agreement and the Closing Date, Buyer will use its best reasonable efforts to cause the conditions in Section 9 to be satisfied.
Best Reasonable Efforts. Seller shall use its best reasonable efforts to consummate the transactions contemplated by this Agreement, merge at Buyer's direction into an existing or to be formed or acquired broker/dealer or other entity and to obtain as quickly as practicable the approvals and consents necessary for such consummation.
Best Reasonable Efforts. During the period from the date hereof to the Closing, the Sellers shall cooperate with Purchaser and Parent and use their Best Reasonable Efforts to satisfy, or cause to be satisfied, the conditions precedent to Purchaser’s or Parent’s obligations hereunder. Without limiting the generality of the foregoing, each Seller shall cooperate with Purchaser and Parent and use its Best Reasonable Efforts (a) to obtain the Governmental Approvals, and to give or make the notices and filings, set forth in Schedules 3.4 and 4.3, (b) to obtain the approvals and consents and give the notices required in respect of the Contracts designated in Schedule 3.10 as requiring such action (except to the extent such approvals and consents are not required because of the effect of the Sale Order) and (c) to obtain approval for a novation from a Seller to Purchaser of any Government Contracts listed in Schedule 3.11 if such novation is required, notwithstanding the Sale Order.
Best Reasonable Efforts. Xxxxx and Xxxxxx will negotiate in good faith and use their best reasonable efforts to arrive at a mutually acceptable Definitive Agreement for approval, execution, and delivery on the earliest reasonably practicable date; provided, however, that either party will have the right to terminate negotiations and this letter if a Definitive Agreement has not been entered into by the parties hereto on or before the close of business on June 30, 2008. Buyer may extend negotiations beyond March 31, 2008 to June 30, 2008 by providing Seller with additional payments as agreed upon by both parties. If and when a Definitive Agreement is entered into by the parties hereto, Buyer and Seller will thereupon use their best reasonable efforts to affect the closing of, and to proceed with, the transactions contemplated by the Definitive Agreement as promptly as is reasonably practicable.
Best Reasonable Efforts. During the period from the date hereof to the Closing Date, Seller shall cooperate with Purchaser and use their Best Reasonable Efforts to satisfy, or cause to be satisfied, the conditions precedent to Purchaser’s obligations hereunder. Without limiting the generality of the foregoing, Seller shall cooperate with Purchaser and use its Best Reasonable Efforts (a) to obtain any required Governmental Approvals and to give or make the notices and filings and (b) to obtain the approvals and consents and give the notices required in respect of the Contracts designated in Schedule 3.10 as requiring such action.
