Consents and Best Efforts. Each of the parties hereto shall use all commercially reasonable good faith 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, and consult and fully cooperate with and provide reasonable assistance to each other party and their respective representatives in order to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable hereafter, including without limitation, (i) using all commercially reasonable good faith efforts to make all filings, applications, notifications, reports, submissions and registrations with, and to obtain all consents, approvals, authorizations or permits of, governmental entities or other persons or entities as are necessary for the consummation of the transactions contemplated by this Agreement, and (ii) taking such actions and doing such things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate the transactions contemplated hereby as specified in Article VII of this Agreement to be fully satisfied.
Consents and Best Efforts. Stockholder and the Company will, as soon as possible, commence to take all action required to obtain all consents, approvals and agreements of, and to give all notices and make all other filings with, any third parties, including governmental authorities, necessary to authorize, approve or permit the full and complete sale, conveyance, assignment or transfer of all of the Stock, and Acquiring Corporation shall cooperate with Stockholder with respect thereto; provided, however, that Acquiring Corporation shall not be required to agree to any unfavorable modification of any existing contract or agreement in order to obtain such consent. In addition, subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use its best efforts to take, or cause to be taken, all action or 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 hereby and to cause the fulfillment of the parties' obligations hereunder.
Consents and Best Efforts. As soon as practicable after execution and delivery of this Agreement (and in no event more than 15 days after the date hereof), Purchaser and the Sellers shall make all filings required under the HSR Act. In addition, Purchaser and the Sellers will promptly furnish all information as may be required by the Federal Trade Commission and the Department of Justice under the HSR Act in order that the requisite approvals for the purchase and sale of the Shares pursuant hereto, and the transactions contemplated hereby, be obtained or to cause any applicable waiting periods to expire. The Company, the Sellers and Purchaser will, as soon as practicable (and in no event more than 15 days after the date hereof), commence to take all other action required to obtain as promptly as practicable all other necessary consents, approvals, authorizations and agreements of, and to give all notices and make all other filings with, any third parties, including Governmental Authorities, necessary to authorize, approve or permit the consummation of the transactions contemplated hereby, and to obtain, from each Optionholder a consent to the payment of the Optionholders Amount as contemplated hereunder, and the Company, Purchaser and the Sellers shall cooperate with each other with respect thereto. In addition, subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use its reasonable best efforts to take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or appropriate to consummate and make effective the transactions contemplated hereby and to cause the fulfillment of the parties' obligations hereunder. Purchaser and the Sellers further agree that, subject to the terms and conditions of this Agreement, each of Purchaser and the Sellers shall use reasonable best efforts to cause the Closing to occur by September 30, 1996 or as promptly thereafter as practicable.
Consents and Best Efforts. As soon as practicable, Sellers and Buyer will commence all reasonable action required hereunder to obtain all applicable consents, approvals and agreements of, and to give all notices and make all filings with, any third parties as may be necessary to authorize, approve or permit the full and complete sale, conveyance, assignment or transfer of the Company Stock by a date early enough to allow the sale hereunder to be consummated by the Closing Date. In addition, subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use its reasonable best efforts to take or cause to be taken all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby.
Consents and Best Efforts. Each party shall, as soon as possible, commence to take all action required to obtain any and all consents, approvals and agreements of, and to give all notices and make all other filings with, any third parties, including governmental, regulatory, licensing or other authorities, necessary to authorize, approve or permit the full and complete exchange, conveyance, assignment or transfer of stock and membership interests contemplated hereby, and each shall cooperate with the other with respect thereto. In addition, subject to the terms and conditions herein provided, each of the parties covenants and agrees to use its reasonable best efforts to take, or cause to be taken, all action, or 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 hereby and to cause the fulfillment of the parties' obligations hereunder.
Consents and Best Efforts. Prior to the execution and delivery ------------------------- of this Agreement, Buyer and Seller shall have made all filings required under the HSR Act. In addition, as soon as practicable and subject to the provisions of Section 3.4, Buyer and Seller, as applicable, will commence all other reasonable action required hereunder to obtain all applicable Permits, consents, approvals and agreements of, and to give all notices and make all filings with, any third parties as may be necessary to allow the Sale hereunder to be consummated by the Closing Date. Buyer and Seller, as applicable, shall (a) apply for or obtain (i) any and all consents to transfer Permits or (ii) any and all new Permits for continued operation of the Business, and (b) make any improvements or alterations of any type to the Purchased Assets required in order to transfer or obtain any such Permits, in each at the expense of Buyer and Seller, such expenses to be shared equally by Buyer and Seller. Seller shall cooperate in good faith with Buyer's efforts as provided in Section 11.9.
Consents and Best Efforts. (a) Subject to the terms and conditions herein provided, the parties hereto agree to use their respective best efforts to take, or cause to be taken, all action, 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. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each party to this Agreement shall, at the expense of the requesting party, take all such necessary action and will execute any additional instruments necessary to consummate the transactions contemplated hereby.
Consents and Best Efforts. Each of the parties hereto shall use all commercially reasonable good faith 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, and consult and fully cooperate with and provide reasonable assistance to each other party and their respective representatives in order to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable hereafter, including without limitation, (i) using all commercially reasonable good faith efforts to make all filings, applications, notifications, reports, submissions and registrations with, and to obtain all consents, approvals, authorizations or permits of, Governmental Entities or other persons or entities as are necessary for the consummation of the Merger and the other transactions contemplated hereby (including, without limitation, pursuant to the HSR Act and other applicable laws and regulations), and (ii) taking such actions and doing such things as any other party hereto may
Consents and Best Efforts. Each of the parties hereto shall use all commercially reasonable good faith 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, and consult and fully cooperate with and provide reasonable assistance to each other party and their respective representatives in order to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable hereafter, including without limitation, (i) using all commercially reasonable good faith efforts to make all filings, applications, notifications, reports, submissions and registrations with, and to obtain all consents, approvals, authorizations or permits of, governmental entities or other persons or entities as are necessary for the consummation of the transactions contemplated by this Agreement, and (ii) taking such
Consents and Best Efforts. All applications relating to obtaining the approval of the West Virginia Racing Commission and the West Virginia Lottery Commission will be filed by Sportsystems and Wheeling Downs within three (3) business days after the date of execution of this Agreement. In addition, following the execution and delivery of this Agreement, any and all notices and other filings required in connection with such execution and delivery shall be made within three (3) business days following such execution. Each party agrees to promptly respond to all notices, questions, requests for information or other requests in connection with obtaining all consents, approvals, permits and agreements of any Government Authority or Person as may be necessary to authorize, approve or permit the sale of the Redeemed Shares to Wheeling Downs in accordance with the terms of this Agreement. Wheeling Downs, WHX Entertainment and Sportsystems shall cooperate with each other to take all reasonable actions necessary to obtain all consents, approvals, permits and agreements of, to give all notices to, and to make all filings with, any Governmental Authority or Person as may be necessary to authorize, approve or permit the sale the Redeemed Shares to Wheeling Downs in accordance with the terms of this Agreement. All filings, notices, applications and other actions taken pursuant to this Section 6.1 shall be at the sole expense of Sportsystems.
