Common use of Consents and Best Efforts Clause in Contracts

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. As soon as practicable, and in any event not later than five Business Days Promptly after execution and delivery of ------------------------- this Agreement, Purchaser Buyer and the Company and Seller shall make all filings required under the HSR Actapplicable laws and regulations. In addition, Purchaser Buyer and the Company and Seller will each promptly furnish all information as may be required by any federal or 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 purchase and sale of the Shares pursuant hereto, and the transactions contemplated hereby hereby, may be obtained or to cause any applicable waiting periods to expire. The Company and Seller shall use its commercially reasonable efforts and Buyer will, as soon as practicable, commence to take all other action required to obtain prior to the Closing Date the Required Consentsas promptly as practicable all necessary Permits, and any other consents, approvals, authorizations and agreements of of, and to give all notices and reports and make all other filings filing with, any third parties, including Governmental Authoritieswithout limitation, those required from governmental authorities necessary to authorize, approve or permit or approve the consummation of the transactions Transaction contemplated hereby or to continue in effect hereby, and to assure that the Mass-Market Cigar Business Buyer 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 Seller 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 Company shall cooperate with each other with respect thereto. Buyer and Seller and the Company shall provide to each other copies of all applications, documents, correspondence or oral (to the extent material) or written comments that each of them or any of their Affiliates files with, sends to or receives from any regulatory or governmental agency, or the staff or supervisory agents of any of them, relating to this Agreement and the Transaction contemplated herein, including any applications filed for the purpose of obtaining any necessary regulatory consents, approvals or waivers. Buyer and Seller and the Company each represents and warrants to the other that all information concerning it, its Affiliates or their respective directors, officers, shareholders and subsidiaries included (or submitted for inclusion) in any such application or filing shall be true, correct and complete in all material respects. In addition, subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use its commercially reasonable best efforts to take, or cause to or 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. As (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. (b) Foodbrands and Sellers shall, and Sellers shall cause the Company to, as soon as practicable, and in any event not later than five Business Days after execution and delivery of this Agreementcommence to use their respective best efforts required to (i) obtain all waivers, 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, approvalsestoppel certificates (as requested), authorizations approvals and agreements of of, and to give all notices and make all other filings with, any third parties, including Governmental Authoritiesgovernmental authorities, necessary and appropriate to authorize, approve or permit the transaction contemplated by this Agreement and (ii) defend and cooperate with each other in defending any lawsuits, including appeals, whether individual or approve administrative and whether brought derivatively or on behalf of third parties (including governmental agencies or officials) challenging this Agreement or the consummation of the transactions contemplated hereby hereby. Foodbrands will furnish to Sellers, and Sellers will furnish to Foodbrands, such necessary information and reasonable assistance as Sellers, or Foodbrands, as the case may be, may request in connection with its or their preparation of all necessary filings with any third parties, including governmental authorities. Foodbrands will furnish to continue in effect Sellers, and Sellers will furnish to assure that Foodbrands, copies of all correspondence, filings or communications (or memoranda setting forth the Mass-Market Cigar Business substance thereof) between Foodbrands, or Sellers or Foodbrands, or any of their respective representatives, on the one hand, and Purchaser any governmental agency or authority, on the other hand, with respect to this Agreement. (c) Prior to the Closing Date, Sellers and Foodbrands shall each use its respective best efforts to obtain the consent or approval of each person whose consent or approval shall be entitled required in order to all of permit the benefits of Sellers and Foodbrands, as the Material Contractscase may be, including to consummate the transaction contemplated by this Agreement, including, without limitation: (i) as required, consents or waivers from 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 identified on Schedule 3.04 hereof. (d) Upon the assignment to, terms 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 providedcontained herein, 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 advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby and hereby. (e) Notwithstanding anything to cause the contrary contained herein, neither Sellers nor Foodbrands shall be required to expend any significant sum of money or suffer a significant economic detriment in the fulfillment of its respective obligations under this Section 5.06, except that Foodbrands shall be responsible for the parties' obligations hereunderHSR Act filing fee which has been paid to the FTC.

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 (a) Seller shall make take all filings reasonable actions 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 (i) to obtain prior to at the Closing Date the Required Consentsearliest practicable date all consents, and any other consentsPermits, waivers, approvals, authorizations and agreements of of, and promptly to give all notices to, effect all registrations pursuant to, and make all other filings withfilings, notices and declarations with or submissions to, any third parties, including Governmental Authoritiesincluding, without limitation, governmental and regulatory authorities, necessary or advisable to authorize, approve or permit the consummation of the transactions contemplated hereby, and (ii) to defend and cooperate with Buyer in any defending of legal proceedings, whether judicial or approve administrative and whether brought derivatively or on behalf of third parties (including government agencies or officials), challenging this Agreement or the consummation of the transactions contemplated hereby. Buyer shall furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with the preparation of all necessary filings, notices, declarations and registrations to or with any third parties, including, without limitation, governmental authorities. Seller shall furnish copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between Seller or any of its Representatives, on the one hand, and any governmental agency or authority, or members of the staff of such agency or authority, on the other hand, with respect to this Agreement or the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to 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 given or promised by Seller without the prior written approval of Buyer unless such consideration shall be paid or given at Seller's sole cost and expense without any obligation of Buyer to all of the benefits of the Material Contracts, including without limitation: reimburse Seller therefor. (ib) 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 Each of the parties hereto covenants and agrees agrees, upon the terms and subject to the conditions contained herein, to pursue diligently and in good faith and use its all reasonable best efforts to take, or cause to be taken, all action or actions and to do, or cause to be done, all things necessarynecessary or advisable under applicable laws and regulations to put, proper or appropriate to consummate and make effective the transactions contemplated hereby, including, without limitation, any necessary consent of Seller's shareholders and the supply of information reasonably necessary for the preparation of any securities filings made by either party; provided that (i) nothing contained herein shall require either party or any Affiliates thereof to (A) defend any lawsuit should it determine, in its sole discretion, that it is not in its business interest to do so or (B) sell, transfer, divest or otherwise dispose of any of its respective business, assets or properties in connection with this Agreement or any other transactions contemplated hereby and (ii) nothing contained herein shall require either Buyer to cause enter into any agreement or other arrangement for the fulfillment financing of the parties' obligations hereundertransactions contemplated hereby on terms that are not satisfactory to it, in its sole discretion. Without limiting the foregoing, Seller shall cause a meeting of its stockholders to be duly called and held as soon as reasonably practicable after execution of this Agreement for the purpose of voting on the approval of this Agreement, unless controlling law does not require a vote of stockholders of the Seller for consummation of the transaction contemplated by this Agreement. Subject to Section 6.7(b), the Board of Directors of the Seller shall recommend approval and adoption of this Agreement by the Seller's stockholders. In connection with such meeting, the Seller will (i) promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Seller Proxy Statement, which shall contain the recommendation of the Board of Directors, and all other proxy materials for such meeting, (ii) use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Consents and Best Efforts. As soon as practicable, and in any event not later than five Business Days practicable after execution and delivery of this AgreementAgreement (and in no event more than 15 days after the date hereof), Purchaser and Seller the Sellers shall make all filings required under the HSR Act. In addition, Purchaser and Seller the Sellers will each promptly 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 purchase and sale of the Shares pursuant hereto, and the transactions contemplated hereby hereby, be obtained or to cause any applicable waiting periods to expire. Seller shall use its commercially reasonable efforts 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 prior to the Closing Date the Required Consents, and any as promptly as practicable all other necessary consents, approvals, authorizations and agreements of of, and to give all notices and make all other filings with, any third parties, including Governmental Authorities, necessary to authorize, approve or permit or approve the consummation of the transactions contemplated hereby or to continue in effect hereby, and to assure that obtain, from each Optionholder a consent to the Mass-Market Cigar Business and Purchaser shall be entitled to all payment of the benefits of the Material ContractsOptionholders Amount as contemplated hereunder, 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 byCompany, 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 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 (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. (b) Foodbrands and Sellers shall, and Sellers shall cause the Company to, as soon as practicable, and in any event not later than five Business Days after execution and delivery of this Agreementcommence to use their respective best efforts required to (i) obtain all waivers, 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, approvalsestoppel certificates (as requested), authorizations approvals and agreements of of, and to give all notices and make all other filings with, any third parties, including Governmental Authoritiesgovernmental authorities, necessary and appropriate to authorize, approve or permit the transaction contemplated by this Agreement and (ii) defend and cooperate with each other in defending any lawsuits, including appeals, whether individual or approve administrative and whether brought derivatively or on behalf of third parties (including governmental agencies or officials) challenging this Agreement or the consummation of the transactions contemplated hereby hereby. Foodbrands will furnish to Sellers, and Sellers will furnish to Foodbrands, such necessary information and reasonable assistance as Sellers, or Foodbrands, as the case may be, may request in connection with its or their preparation of all necessary filings with any third parties, including governmental authorities. Foodbrands will furnish to continue in effect Sellers, and Sellers will furnish to assure that Foodbrands, copies of all correspondence, filings or communications (or memoranda setting forth the Mass-Market Cigar Business substance thereof) between Foodbrands, or Sellers or Foodbrands, or any of their respective representatives, on the one hand, and Purchaser any governmental agency or authority, on the other hand, with respect to this Agreement. (c) Prior to the Closing Date, Sellers and Foodbrands shall each use its respective best efforts to obtain the consent or approval of each person whose consent or approval shall be entitled required in order to all of permit the benefits of Sellers and Foodbrands, as the Material Contractscase may be, including to consummate the transaction contemplated by this Agreement, including, without limitation: (i) as required, consents or waivers from 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 identified on Schedule 3.04 hereof. (d) Upon the assignment to, terms 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 providedcontained herein, 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 advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby and hereby. (e) Notwithstanding anything to cause the contrary contained herein, neither Sellers nor Foodbrands shall be required to expend any significant sum of money or suffer a significant economic detriment in the fulfillment of its respective obligations under this Section 5.06, except that Foodbrands shall be responsible for the parties' obligations hereunderHSR Act filing fee which has been paid to the FTC. Upon Closing, Sellers shall reimburse Foodbrands for one-half of the HSR Act filing fee.

Consents and Best Efforts. As soon as practicable, and in any event not later than five Business Days (a) Promptly after execution and delivery of this Agreement, Purchaser GCFC, Buyer, X'Xxxxxxx and Seller Reserve shall make all filings required under the HSR Actapplicable laws and regulations. In addition, Purchaser GCFC, Buyer, X'Xxxxxxx and Seller Reserve will each promptly furnish all information as may be required by any federal or state regulatory agency Agency or Bank 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 purchase and sale of Reserve Common Stock pursuant hereto, and the Transaction contemplated hereby hereby, may be obtained or to cause any applicable waiting periods to expire. Seller shall use its commercially reasonable efforts Reserve, X'Xxxxxxx, GCFC and Buyer will, as soon as practicable, commence to take all other action required to obtain prior to the Closing Date the Required Consentsas promptly as practicable all necessary Permits, and any other consents, approvals, authorizations and agreements of of, and to give all notices and reports and make all other filings filing with, any third parties, including Governmental Authoritieswithout limitation, those required from governmental authorities necessary to authorize, approve or permit or approve the consummation of the transactions Transaction contemplated hereby or to continue in effect hereby, 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 GCFC and the lessors of the Leased Personal Property to the assignment toBuyer, X'Xxxxxxx 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 Reserve shall cooperate with each other with respect thereto. (b) Buyer and Reserve shall provide to each other copies of all applications, documents, correspondence or oral (to the extent material) or written comments that each of them or any of their Affiliates files with, sends to or receives from any regulatory or governmental agency, or the staff or supervisory agents of any of them (including drafts of such applications, documents and correspondence with a reasonable period of time to review and comment on such items prior to filing), relating to this Agreement and the Transaction contemplated herein, including any applications filed for the purpose of obtaining any necessary regulatory consents, approvals or waivers. GCFC, Buyer, X'Xxxxxxx and Reserve each represents and warrants to the other that all information concerning it, its Affiliates or their respective directors, officers, shareholders and subsidiaries included (or submitted for inclusion) in any such application or filing shall be true, correct and complete in all material respects. In addition, subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use its commercially reasonable best efforts to take, or cause to or be taken, all action or do, or cause to be done, all things necessary, proper or appropriate to consummate and make effective the transactions Transaction contemplated hereby and to cause the fulfillment of the parties' obligations hereunder.