Commercially Reasonable Efforts; Notices and Consents. (a) Each of the Parties shall use its commercially reasonable efforts to take all action required of it and to do all things necessary, proper or advisable on its part in order to consummate and make effective the transactions contemplated by this Agreement and each of the Transaction Documents.
(b) Each of the Parties shall give any notices to, make any filings with, and use their commercially reasonable efforts to obtain any Consents which are required to be given, made or obtained by it in connection with consummation of the transactions contemplated by this Agreement.
(c) From the date hereof until the Closing, the Sellers shall promptly notify Purchaser in writing of:
(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth herein to be satisfied;
(ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) any notice or other communication from any Governmental Body in connection with the transactions contemplated by this Agreement; and
(iv) any Legal Proceedings commenced or, to Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. Purchaser’s receipt of information pursuant to this Agreement shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers, and shall not be deemed to amend or supplement the Schedules attached hereto.
Commercially Reasonable Efforts; Notices and Consents. Subject to the other terms and conditions of this Agreement (including Section 6.5, to which this Section 6.1 shall not apply), from the date of this Agreement until the earlier to occur of the Closing or the earlier termination of this Agreement pursuant to Article IX (the “Pre-Closing Period”), each of the Parties (other than the Seller Representative) shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all Consents from Governmental Authorities or other Persons and to do or cause to be done all other things necessary, proper or advisable in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article VIII), provided that under no circumstances shall any Party be required to make any payment to any Person to secure such Person’s Consent other than as expressly contemplated herein and other than ordinary filing fees; provided, further, that, except as otherwise set forth in Article VIII, the failure to obtain any Consent referenced above, in and of itself, shall not be a condition to the obligation of any Party to consummate the Contemplated Transactions. In furtherance of the provisions of this Section 6.1, subject to the other terms and conditions of this Agreement, neither Parent nor the Company shall (and each of them shall cause their respective Affiliates not to) take any action or omit to take any action that would reasonably be expected to result in (a) the failure of any of the conditions set forth in Article VIII to be satisfied or (b) the failure or inability of either Party to comply with its obligations under this Agreement.
Commercially Reasonable Efforts; Notices and Consents. Subject to the terms and conditions of this Agreement, from the Effective Date to the Closing, or the earlier termination of this Agreement pursuant to Article VIII, each of the parties hereto shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as soon as practicable following the Effective Date (including satisfaction, but not waiver, of the closing conditions set forth in Articles V and VI) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing and in substantially the same manner as it has been operated prior to the Effective Date.
Commercially Reasonable Efforts; Notices and Consents. Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, (a) the Investor shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to cause the conditions specified in Section 6 to be satisfied as soon as reasonably practicable; and (b) the Company shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to cause the conditions specified in Section 7 to be satisfied as soon as reasonably practicable.
Commercially Reasonable Efforts; Notices and Consents. Subject to the terms and conditions of this Agreement, from the date of this Agreement to Closing, or the earlier termination of this Agreement pursuant to Article 10, the Parties shall use their commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Bodies or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Bodies or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Transaction contemplated by this Agreement promptly following the date of this Agreement.
Commercially Reasonable Efforts; Notices and Consents. (a) Each of the Parties shall use its commercially reasonable efforts to take all action required of it and to do all things necessary, proper or advisable on its part in order to consummate and make effective the transactions contemplated by this Agreement and each of the Transaction Documents (including satisfaction, but not waiver, of the conditions set forth in ARTICLE V).
(b) Each of the Parties shall give any notices to, make any filings with, and use their commercially reasonable efforts to obtain any Consents which are required to be given, made or obtained by it in connection with consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, on the date of this Agreement, LCS shall deliver to the 2014 Bond Trustee, written notice of the transactions contemplated hereby and instruction to the 2014 Bond Trustee to give, as soon as practicable, notice of extraordinary mandatory redemption of the 2014 Bonds (the “Notice of Redemption”) under Section 3.07 of the Indenture (as defined below) to the holders of the 2014 Bonds and to redeem, on the thirtieth (30th) day after the giving of such Notice of Redemption (the “Redemption Date”), all of those certain Industrial Development Authority of the County of La Paz, Arizona, Senior Lien Project Revenue Bonds (Federally Taxable) Series 2014 (the “2014 Bonds”) issued under that certain Trust Indenture between The Industrial Development Authority of the County of La Paz, Arizona (the “Issuer”) and the 2014 Bond Trustee, dated as of January 1, 2014 (the “Indenture”). At Closing, LCS shall cause the Issuer to deliver to the Trustee the items necessary to defease the 2014 Bonds and cause the Trustee to issue a notice of satisfaction and discharge as provided for in Article X of the Indenture satisfactory in all respects to Purchaser (the “Defeasance Certificate”), together with satisfactions of the Deeds of Trust and other mortgages encumbering the Owned Real Property, releases of any other collateral securing the 2014 Bonds (other than such portion of the Purchase Price deposited to defease the 2014 Bonds), satisfactory in all respects to the Purchaser, including by providing such opinions of counsel and other certificates, report and other instruments that the 2014 Bond Trustee may require. The costs and expenses asociated with the defeasance and redemption described in this Section 4.1(b) shall be borne by Purchaser as set forth in Section 8.2.
(c) From the date hereof until...
Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Article VIII (the “Pre-Closing Period”), each of the parties hereto shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Authorities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as soon as practicable following the date of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article VI and Article VII) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing; provided, however, that in no event shall such efforts be deemed to include (A) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, material Assets or facilities of the Company or any entity, facility or material Asset of Parent or its Affiliates, (B) terminating, amending or assigning existing relationships and Contractual Obligations outside the Ordinary Course of Business in a manner that would result in a material and adverse effect on either the Company or Parent or (C) entering into any new Contractual Obligations which are material to the operations of the Company business or Parent’s business. The parties shall cooperate in good faith with the applicable Governmental Authorities in connection with such filings and submissions and shall promptly comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authorities.
(b) Subject to the terms of Section 5.01(a), in the event any Action by any Governmental Authority or other Person is commenced which questions the validity or legality of the Contemplated Transactions hereby or seeks damages in connection therewith, the parties agree to cooperate and use commercially reasonable efforts to defend against such Action and, if a Government Order is issued in any such Action, to use comme...
Commercially Reasonable Efforts; Notices and Consents. Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, (a) the Investors shall use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to cause the conditions specified in Article 6 to be satisfied as soon as reasonably practicable and (b) the Company shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to cause the conditions specified in Article 7 to be satisfied as soon as reasonably practicable.
Commercially Reasonable Efforts; Notices and Consents. Subject to the terms and conditions of this Agreement, from the date of this Agreement to the later of the Closing and the PRC Closing, or the earlier termination of this Agreement pursuant to Article VII, each of the Parties hereto shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Entities or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, Permits or Orders from Governmental Entities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to (i) consummate and complete the Reorganization, and (ii) consummate and make effective the transactions contemplated hereunder and under other Transaction Documents (including satisfaction, but not waiver, of the conditions to the Closing and the PRC Closing set forth in Article IV).”
Commercially Reasonable Efforts; Notices and Consents. Subject to the terms and conditions of this Agreement, from the date of this Agreement to the Closing, or the earlier termination of this Agreement pursuant to Article VII, each of the parties hereto (other than the Representative) shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Bodies or other Persons, to obtain or cause to be obtained all authorizations, consents, waivers, approvals, permits or orders from Governmental Bodies or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the transactions contemplated by this Agreement as soon as practicable following the date of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article III).
