Consents and Filings; Further Assurances. (a) The Sellers, the Blockers, the Companies and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to any applicable Law, including taking any steps required or necessary to obtain the approval of the SBA for the transactions contemplated hereby (including by “negative” consent), solely to the extent that the SBA makes an objection to the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.
(b) The Companies shall, or shall cause the Target Entities to, give promptly such notice to third parties and obtain such third party consents as the Buyer deems reasonably necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The Buyer shall cooperate with and assist the Sellers in giving such notices and obtaining such consents; provided, however, that the Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that the Buyer in its sole discretion may deem adverse to the interests of the Buyer or any Target Entity.
(c) Except as required by this Agreement, none of the Buyer, its direct and indirect Subsidiaries or any of their respective Affiliates shall engage in any action or enter into any transaction (including any acquisition) or permit any action to be taken or transaction to be entered into, that would materia...
Consents and Filings; Further Assurances. (a) Each of the parties shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and otherwise to consummate and make effective the transactions contemplated by this Agreement. Each party shall, as promptly as practicable. (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that (A) no Seller nor any of its Affiliates shall give any undertakings, make any commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Company, without the prior written consent of Buyer and (B) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Closing, the Company, that involves unreasonable expense or that could reasonably be expected to impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement. Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the Sellers, the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws and to submit requests for any consents, approvals, authorizations, opinions, qualifications, orders and clearances required pursuant to appl...
Consents and Filings; Further Assurances. The Companies and the Sellers shall use their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.
Consents and Filings; Further Assurances. (a) The Seller and the Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In particular, without limitation, the Seller, the Company and Palladium shall take, or cause to be taken, all corporate actions required to be taken pursuant to this Agreement on or prior to the Funding Date.
(b) From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.
Consents and Filings; Further Assurances. Each Party agrees to use its commercially reasonable efforts, as requested by the other Party, to obtain all authorizations, consents, notifications, certifications, registrations, declarations and filings that are necessary in order to consummate the Share Purchase. Notwithstanding the foregoing, in no event shall either Party be required to pay any consideration to any third parties or give anything of value to obtain any such authorization, approval, consent or waiver, other than filing, recordation or similar fees. Each Party agrees that, from time to time, whether before, at or after the Purchase Closing, it will execute and deliver such further instruments of conveyance and transfer and take such other reasonable actions as may be necessary or reasonably requested by the other Party to carry out the purposes and intents of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Section 5.1 shall limit or otherwise constrain the Purchaser’s rights and obligations pursuant to the Merger Agreement.
Consents and Filings; Further Assurances. (a) The Sellers agree to provide the Buyer with any cooperation reasonably requested by the Buyer in connection with obtaining the Debt Consents set forth in paragraph (b) below.
(b) The Buyer and the Sellers shall each use reasonable commercial efforts to obtain the Debt Consents. Without limiting the generality of the foregoing, promptly following the date hereof (and in no event more than five Business Days following the date hereof), the Buyer (or the Sellers, if required by the lenders under the Debt Agreements) shall submit written requests (the “Debt Consent Requests”) to such lenders for all application documents, certificates, agreements, information and fees (the “Debt Consent Applications”) set forth in the Debt Agreements to allow for the Debt Consents in accordance with the terms of the respective Debt Agreements. In addition, the Buyer shall (i) use reasonable commercial efforts to submit a Debt Consent Application to the applicable lender no later than 10 Business Days from the date of receipt of the Debt Consent Application from such lender, (ii) use reasonable commercial efforts to promptly respond to any subsequent requests of, and supply any information reasonably requested by, the lenders under the Debt Agreements, (iii) except as set forth below, pay any and all assumption fees and other fees, costs and expenses as set forth in the respective Debt Agreements or the Debt Applications and (iv) use reasonable commercial efforts to obtain releases of the Seller Indemnified Parties and any other Person other than the Targets and their respective Subsidiaries from all obligations under the Debt Agreements to the maximum extent permitted under the terms of the Debt Agreements. The parties agree that, from and after the applicable Closing, subject to the prorations set forth in Section 2.5, the Buyer shall assume (directly or indirectly) (x) the Debt relating to the Properties that are the subject of such Closing and (y) all of the other obligations under the Debt Agreements relating to such Properties to the maximum extent permitted under the Debt Agreements. Notwithstanding any other provision hereof, none of the Buyer or its Affiliates shall be required to accept any Debt if (A) the lender thereunder requires for such Debt (1) an assumption fee in excess of 1% of the outstanding principal amount of such Debt (unless the Sellers agree to pay the amount of any assumption fee in excess of 1%) or (2) increases the interest rate, changes the int...
Consents and Filings; Further Assurances. Each party shall use its reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to (i) obtain from any Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement, including all authorizations, consents, orders and approvals described in Section 2.2(c), and (ii) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement as required under applicable Law (including applicable Gaming Laws).
Consents and Filings; Further Assurances. (a) Seller shall use commercially reasonable efforts to take, or cause to be taken, all appropriate actions to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Seller Required Approval. Buyer shall cooperate as reasonably requested by Seller to obtain the Seller Required Approval.
(b) The Parties acknowledge that certain consents and waivers may be required from the counter-parties to Material Contracts to which KBT or Seller is a party for transfer of such Material Contracts. Seller and KBT will use commercially reasonable efforts to obtain the consents and/or waiver from each of the counter-parties to facilitate such transfer.
(c) Each Party shall promptly notify the other Party of any communication that it or any of its Affiliates or Representatives receives from any Governmental Authority relating to the subject matters of this Agreement and permits the other Party to review in advance any proposed communication by such Party to any Governmental Authority. No Party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting.
(d) Seller shall use commercially reasonable efforts to cause KBT to execute a written agreement with Gamania Digital Entertainment Co., Ltd. () with the terms and conditions no less favorable than those currently available before the Closing and not to terminate, modify or amend any verbal agreements related to the OEM Business.
Consents and Filings; Further Assurances. From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements (at the requesting party’s cost and expense).
Consents and Filings; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto will use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
(b) Each of the parties hereto shall use its commercially reasonable efforts to obtain, as soon as practicable after the date hereof, any necessary Consents of, and make any filing with or give any notice to, any Governmental Entities and other Persons (including, without limitation, insurance approvals) as are required to be obtained, made or given by such party to consummate the transactions contemplated by this Agreement and any Transaction Document. Without limiting the generality of the foregoing, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, Seller agrees to continue to use its commercially reasonable efforts to obtain, for the benefit of the Company, as soon as practicable after the date hereof, a Certificate of Authority from the Commonwealth of Kentucky and a Certificate of Authority from the Financial Management Service of the U.S. Department of Treasury. Each party shall pay all amounts reasonably required to be paid by it in connection with obtaining any Consents that it is required to obtain. In furtherance of the foregoing, each party shall use its commercially reasonable efforts to obtain the necessary Consents of any Governmental Entities on or prior to December 31, 2008. The Seller and the Purchaser shall provide each other with a reasonable opportunity to review and comment upon submissions made to the applicable Insurance Departments in connection with the Seller insurance approvals and the Purchaser insurance approvals, respectively, and shall keep one another reasonably informed of developments relating to their efforts to obtain such insurance approvals.
(c) To the extent permitted by law and the applicable Governmental Entity, the Seller and Purchaser shall each have the right to participate in any meetings or telephone conferences in which the substance of the Form A and any other regulatory filings is discussed. Subject to applicable law relating to the sharing of information, the Purchaser shall submit all such filings, requests, responses and hearing testimony, witness lists and other similar materials relating to any ...
