Common use of Commercially Reasonable Efforts; Further Assurances Clause in Contracts

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party hereto shall use its commercially 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 to consummate the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, including (i) taking any and all reasonable actions necessary to satisfy all of the conditions to each party’s obligations hereunder as set forth in Article VII, and (ii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing. (b) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefore pursuant to this Agreement). Seller acknowledges and agrees that from and after the Closing, Buyer will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the Companies. To the extent that Seller needs access to such information after Closing, Buyer shall reasonably provide such access and copying. This clause shall survive Closing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, including Section 7.02(e), and subject to the Bankruptcy Code and any orders of the Bankruptcy Court, Buyer and Sellers each party hereto shall agree to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper necessary or advisable under applicable Laws desirable to consummate the transactions contemplated by this Agreement Transactions; provided that the Parties understand and agree that the commercially reasonable efforts of any Party shall not be deemed to include, except as promptly as practicable after the date of expressly set forth in this Agreement, including entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Transactions; provided that this Section 7.01 shall not (ia) taking limit or affect the obligation of any Party to perform its obligations and all reasonable actions necessary to satisfy all of the conditions to each party’s obligations hereunder as covenants expressly set forth in Article VII, this Agreement or (b) require any Party to incur any obligations or pay any fees or amounts to Third Parties not otherwise required under this Agreement. Sellers and (ii) executing Buyer agree to execute and delivering all agreements and documents required by the terms hereof deliver or cause to be executed and delivered by such party on or prior other documents, certificates, agreements and other writings and to the Closing. (b) In case at any time after the Closing any further action is take such other actions as may be necessary or desirable in order to carry out consummate or implement expeditiously the purposes Transactions in accordance with the terms and conditions of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefore pursuant to this Agreement). Seller acknowledges and agrees that from and after the Closing, Buyer will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the Companies. To the extent that Seller needs access to such information after Closing, Buyer shall reasonably provide such access and copying. This clause shall survive Closing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Buyer and the terms Seller shall, and conditions of this AgreementSeller shall cause the Company and its Subsidiaries to, each party hereto shall cooperate and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions and to doappropriate action, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by under this Agreement and the Ancillary Documents as promptly as practicable after the date of this Agreement, including (i) taking any and all reasonable actions are necessary to satisfy all of fulfill the conditions to each party’s obligations hereunder consummation of the transactions contemplated hereby as set forth in Article VII, Section 2.3 and (ii) executing and delivering all agreements and documents required by Section 2.4. In the terms hereof to be executed and delivered by such party on or prior to the Closing. (b) In case event that at any time after the Closing any further action is reasonably necessary or desirable to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any the other party parties may reasonably may request, all at the sole cost and expense of the requesting party (unless the otherwise specified herein or unless such requesting party is entitled to indemnification therefore pursuant to this Agreementtherefor under Article VI in which case, the costs and expense will be borne by the parties as set forth in Article V). Seller acknowledges and agrees that from and after the Closing, Buyer will be entitled to possession of of, and Seller will provide to Buyer, all documents, books, records (including Tax records), agreements, corporate minute books and financial data of any sort relating to the Companies. To the extent that Seller needs access to such information after Closing, Buyer shall reasonably provide such access and copying. This clause shall survive ClosingCompany.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party hereto shall use its commercially 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 to consummate the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, including (i) taking any and all reasonable actions necessary to satisfy all of the conditions to each party’s obligations hereunder as set forth in Article VII, and (ii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing. (b) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefore pursuant to this Agreement). Seller acknowledges and agrees that from and after the Closing, Buyer will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the CompaniesCompany. To the extent that Seller needs access to such information after Closing, Buyer shall reasonably provide such access and copying. This clause shall survive Closing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party hereto shall use its commercially 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 to consummate the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, including (i) taking any and all reasonable actions necessary to satisfy all of the conditions to each party’s obligations hereunder as set forth in Article VII, and (ii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing. (b) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefore pursuant to this Agreement). Seller acknowledges The Codina Parties acknowledge and agrees agree that from and after the Closing, Buyer Flagler will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the CompaniesPartnership and the documents, books and records (including tax records) of CM Doral which either the Codina Parties or the Partnership have in their possession at the Closing. To the extent that Seller needs the Codina Parties need access to such information after Closing, Buyer Flagler shall reasonably provide such access and copying. This clause shall survive Closing.