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 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. (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 VI).
Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the Agreement Date until the Closing, or the earlier termination of this Agreement pursuant to Article 7, each of the parties hereto shall, to the extent not prohibited by applicable Law, 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 (including all Required Consents and Required Assignments), 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 consummate and make effective the Contemplated Transactions as promptly as reasonably practicable following the date (and in any event, within five (5) Business Days) of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article 6) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. All HSR Act filing fees will be paid one-half by Buyer and one-half by Parent. Each party hereto shall make one or more appropriate filings, if necessary, pursuant to the HSR Act (which filings shall specifically request early termination of the waiting period prescribed by the HSR Act) with respect to the transactions contemplated by this Agreement promptly (and in any event, within five (5) Business Days) after the date of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act; provided, however, that none of Buyer or any of its Affiliates shall be required under any circumstances to: (i) sell, license or otherwise dispose of, or hold separate and agreeing to sell, license or otherwise dispose of (A) any entities, assets or facilities of any Company before or after the Closing or (B) any entity, facility or asset of Buyer or its Affiliates before or after the Closing; (ii) terminate, amend or assign existing relationships and contractual rights and obligations; or (iii) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other Contracts. Notwithstanding the foregoing, the parties hereto agree that the commercially reasonable efforts of t...
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. (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 Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authorities.
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 Article VI 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 VII 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 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). ARTICLE X
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, 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); 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, Assets or facilities of the Company or any entity, facility or Asset of Parent or its Affiliates, (B) terminating, amending or assigning existing relationships and Contractual Obligations or (C) entering into any new Contractual Obligations. 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 Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authorities.
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).”
