Common use of Consents and Best Efforts Clause in Contracts

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 Promptly after execution and delivery of ------------------------- this Agreement (and in no event more than 15 days after the date hereof)Agreement, Purchaser Buyer and the Sellers Company and Seller shall make all filings required under the HSR Actapplicable laws and regulations. In addition, Purchaser Buyer and the Sellers Company and Seller will each promptly furnish all information as may be required by the Federal Trade Commission and the Department of Justice under the HSR Act any federal or state regulatory agency properly asserting jurisdiction in order that the requisite approvals for the purchase and sale of the Shares pursuant hereto, and the transactions contemplated hereby, may be obtained or to cause any applicable waiting periods to expire. The Company, the Sellers Company and Purchaser Seller and Buyer will, as soon as practicable (and in no event more than 15 days after the date hereof)practicable, commence to take all other action required to obtain as promptly as practicable all other necessary Permits, consents, approvals, authorizations and agreements 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 the consummation of the transactions Transaction contemplated hereby, and to obtain, from each Optionholder a consent to the payment of the Optionholders Amount as contemplated hereunder, Buyer and Seller and the Company, Purchaser and the Sellers 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. 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 Within five (5) days after the ------------------------- execution and delivery of this Agreement (Agreement, Buyer, Sellers and in no event more than 15 days after the date hereof)Xxxxxx shall, Purchaser and the Sellers and Xxxxxx shall cause each Xxxxx Entity to, make all filings required under the HSR Act. In additionOn or prior to the Closing Date, Purchaser Sellers and the Xxxxxx shall, and Sellers will promptly furnish and Xxxxxx shall cause each Xxxxx Entity to, obtain all information as Consents or waivers and make all filings with governmental authorities which may be required to transfer to Buyer all Motor Vehicles leased 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 expireXxxxx Entity other than MLSLP. The Company, the Sellers and Purchaser willIn addition, as soon as practicable (practicable, and in no event more than 15 days after the date hereofsubject to Section 3.2(c), Buyer and each Seller and Xxxxxx, as applicable, will, and Sellers and Xxxxxx shall cause each Xxxxx Entity to, commence to take all other reasonable action required hereunder to obtain as promptly as practicable all other necessary consentsapplicable Permits, approvalsConsents, authorizations approvals and agreements ofof (other than Consents under Location Contracts), and to give all notices and make all other filings with, any third parties, including Governmental Authorities, parties as may be reasonably necessary to authorize, approve or permit the consummation full and complete sale, conveyance, assignment or transfer of the transactions contemplated herebyother Purchased Assets in accordance with the terms of this Agreement. Buyer shall have the sole responsibility to apply for or obtain at its expense (i) any and all consents to transfer Permits or (ii) any and all new Permits for continued operation of the Facilities, and to obtain, from each Optionholder a consent make at Buyer's expense any improvements or alterations of any type to the payment of the Optionholders Amount as contemplated hereunderPurchased Assets required in order to transfer or obtain any such Permits. Sellers and Xxxxxx shall, 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 thatXxxxx Entities to, subject to the terms and conditions of this Agreement, each of Purchaser and the Sellers shall use reasonable best cooperate in good faith with Buyer's efforts to cause the Closing to occur by September 30, 1996 or as promptly thereafter as practicableprovided in Section 11.7.

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 Each of the Shares pursuant hereto, and the transactions contemplated hereby, be obtained or to cause any applicable waiting periods to expire. The CompanyBuyer, the Sellers and Purchaser the Company will, as soon as practicable (and in no event more than 15 days after the date hereof)reasonably practicable, commence to take all other action commercially reasonable actions required to obtain as promptly as practicable all other necessary consents, approvals, authorizations waivers and agreements of, and to give all notices and make all other registrations or filings with, any third parties, including Governmental Authoritiesgovernmental authorities, including any such filing required under the HSR Act, necessary to authorize, approve or permit the consummation full and complete sale, conveyance, assignment, transfer and delivery of the transactions contemplated herebyStock and the continuance in full force and effect of the permits, contracts and other agreements set forth on the Disclosure Schedules, 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; provided, that it shall be the obligation of the Company and Sellers to procure all authorizations, consents and approvals set forth in Section 5.7 and Section 3.2(l)(ii)(b) of the Disclosure Schedule, except to the extent applicable law requires Buyer to obtain its own permit or license. In addition, subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all action actions, or do, or cause to be done, all things necessary, proper or appropriate advisable under applicable laws and regulations, to consummate and make effective as promptly as practicable the transactions contemplated hereby and to cause the fulfillment of the partiesParties' 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 their best efforts to cause the Closing execution and delivery to occur by September 30, 1996 or as promptly thereafter as practicableBuyer of the Niemxxxxx Xxxeement and the Niemxxxxx Xxxease within five (5) days of the date hereof.