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. As soon as practicable, and in any event not later than five Business Days after execution and delivery of this Agreement, Purchaser and Seller shall make all filings required under the HSR Act. In addition, Purchaser and Seller will each furnish all information as may be required by any state regulatory agency properly asserting jurisdiction or by the Federal Trade Commission and the United States Department of Justice under the HSR Act in order that the requisite approvals for the transactions contemplated hereby be obtained or to cause any applicable waiting periods to expire. Seller shall use its commercially reasonable efforts to obtain prior to the Closing Date the Required Consents, and any other 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, permit or approve the consummation of the transactions contemplated hereby or to continue in effect and to assure that the Mass-Market Cigar Business and Purchaser shall be entitled to all of the benefits of the Material Contracts, including without limitation: (i) as required, the consent of the landlords or lessors of the Leased Real Property and the lessors of the Leased Personal Property to the assignment to, and assumption by, Purchaser of the Dothan IRB Lease, the Dominican Republic Leases and the Personal Property Leases; (ii) as required, the consent of third parties to the assignment to, and assumption by, Purchaser of the Material Contracts; (iii) the consent of any governmental, public or regulatory authority to the assignment to Purchaser of the Permits. Purchaser and Seller 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.
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. 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. 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. 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) As soon as practicable, Purchaser and Seller, as applicable, will commence all reasonable action required hereunder to obtain all consents, approvals and agreements of, and to give all notices and make all filings with, any Person as may be necessary to authorize, approve or permit the full and complete sale, conveyance, assignment or transfer of the Purchased Assets, free of Encumbrances, including but not limited to approval from customers of the Business for the transfer of the Assumed Contracts. Purchaser and Xxxxxxx or Seller agree to use commercially reasonable best efforts to satisfy all conditions precedent to their respective obligations to consummate the transactions contemplated by this Agreement.
(b) Xxxxxxx and Seller shall not, nor shall they authorize any of their Representatives, directly or indirectly, (i) to solicit, initiate or encourage the submission of any proposal by any Person with respect to, or which includes, a purchase of all or any significant portion of the assets of the Business, or any other transaction that would involve a change of ownership or control of any of the Purchased Assets (“Acquisition Proposal”), (ii) to participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing, Xxxxxxx shall promptly notify Purchaser orally and in writing of (x) the receipt by Xxxxxxx or Seller or any of their Representatives after the date hereof of any Acquisition Proposal, (y) the material terms and conditions thereof and (z) the identity of the Person(s) who has made the Acquisition Proposal.
Consents and Best Efforts. Buyer, Sellers and the Company will, as soon as reasonably practicable, commence to take all commercially reasonable actions required to obtain all consents, approvals, waivers and agreements of, and to give all notices and make all other registrations or filings with, any third parties, including governmental authorities, including any such filing required under the HSR Act, necessary to authorize, approve or permit the full and complete sale, conveyance, assignment, transfer and delivery of the Shares and the continuance in full force and effect of the permits, contracts and other agreements set forth on the Disclosure Schedules, and shall cooperate with each other with respect thereto; provided, that (i) any filing fee under the HSR Act shall be paid by Buyer and (ii) it shall be the obligation of the Company and Sellers, consistent with the following sentence, to procure all authorizations, consents and approvals set forth in Section 5.8 of the Disclosure Schedule. Subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, or do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to EXECUTION COPY consummate and make effective as promptly as practicable the transactions contemplated hereby and to cause the fulfillment of the Parties' obligations hereunder.
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 reasonably request in order to cause any of the conditions to such other party's obligation to consummate the Merger as specified in Article VI of this Agreement to be fully satisfied.
Consents and Best Efforts. As soon as practicable, Buyer, Sellers and the Corporation, as applicable, will commence all reasonable actions required hereunder to obtain all consents, approvals and agreements of, and to give all notices and make all filings with, any Person as may be necessary (a) to authorize, approve or permit the full and complete sale, conveyance, assignment or transfer of the Shares, free and clear of any Encumbrances, by a date early enough to allow the sale hereunder to be consummated by the Closing Date and (b) to obtain consents from any Person who is a party to a material Contract with the Corporation, the terms of which give such Person a right to terminate such contract as a result of the transactions provided for in this Agreement. Buyer, Sellers and the Corporation agree to use commercially reasonable best efforts to satisfy all conditions precedent to their respective obligations to consummate the transactions contemplated by this Agreement.
