Common use of Commercially Reasonable Efforts; Notices and Consents Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger

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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)Agreement, from the date of this Agreement until the earlier to occur of the Closing or and the earlier termination of this Agreement pursuant to Article ARTICLE IX (the “Pre-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 Persons, and to do or cause to be done all other things necessary, proper or advisable advisable, in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article ARTICLE VIII), provided that under no circumstances shall any Party be required to make any payment to any Person or incur any other Liability to secure such Person’s Consent other than as expressly contemplated herein and other than ordinary filing fees; provided, further, that, except as otherwise expressly set forth in Article 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.

Appears in 1 contract

Samples: Sedar Version

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.Agreement.‌‌

Appears in 1 contract

Samples: Agreement and Plan of Merger

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Commercially Reasonable Efforts; Notices and Consents. Subject to the other terms and conditions of this Agreement (Agreement, including Section 6.5, to which this Section 6.1 shall not apply)the Company Release and the Curaleaf Release, from the date of this Original Agreement Date until the earlier to occur of the Closing or and the earlier termination of this Agreement pursuant to Article 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 Persons, and to do or cause to be done all other things necessary, proper or advisable advisable, in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article ARTICLE VIII), provided that under no circumstances shall any Party be required to make any payment to any Person or incur any other Liability to secure such Person’s Consent other than as expressly contemplated herein and other than ordinary filing fees; provided, further, that, except as otherwise expressly set forth in Article 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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