Consents and Filings; Reasonable Efforts. (a) The Company shall use its commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions (including actions after the Closing), and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, and (ii) as promptly as practicable after the Agreement Date, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental Entities, and to obtain all other consents from, and give all other notices to, all other Persons, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including those listed in Section 2.3(b) and Section 6.1(c) of the Disclosure Letter.
(b) Subject to Applicable Law relating to the sharing of information, each of Acquiror, the Company and the Shareholder shall (i) in compliance with the advice of antitrust counsel, furnish each other with copies of all material documents (except, in the case of Acquiror’s documents, documents or portions thereof for which confidential treatment has been requested or given) and material correspondence (A) prepared by or on behalf of such party for any Governmental Entity and affording the other party the opportunity to comment and participate in responding, where appropriate, or (B) received by or on behalf of such party from any Governmental Entity, in each case, in connection with the Governmental Authorizations contemplated by this Section 5.3, and (ii) use reasonable best efforts to consult with and keep the other party informed as to the status of such matters. Further, no party shall, nor shall it permit any of its Representatives to, unless so requested by such Governmental Entity, meet or engage in substantive conversations with any Governmental Entity or representative of such Governmental Entity in connection with obtaining any such Governmental Authorizations unless, to the extent reasonably practicable, it consults with the other party in advance of such meeting or conversation and provides such other party with the opportunity to participate in such meeting or conversation.
(c) Notwithstanding the foregoing, Acquiror shall (i) determine the timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiri...
Consents and Filings; Reasonable Efforts. Subject to the terms and conditions of this Agreement, the parties agree to use their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations from, and make all filings with, all Governmental Authorities, and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, including those listed in Sections 3.3(b) and 6.1(c) of the Seller Disclosure Schedule and Section 6.2(c) of the Purchaser Disclosure Schedule, if any.
Consents and Filings; Reasonable Efforts. The Seller and the Purchaser will, and the Seller will cause the Acquired Company, to use its best efforts to take promptly, or cause to be taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
Consents and Filings; Reasonable Efforts. After Closing, the Seller shall (i) within five (5) Business Days of Closing, terminate the Financing Statement filed with the Secretary of State of the State of Delaware and all other liens held by the Seller against CGI’s assets (including the Purchased Assets), and (ii) execute and deliver to the Buyer whatever other documents are reasonably necessary, in addition to the UCC termination statements required to be delivered by Seller at Closing, to evidence to any other governmental or regulatory filing agency the release of Seller’s security interest and conveyance of CGI’s title in the Purchased Assets. The Buyer’s counsel shall prepare and deliver to the Seller for its approval all such documents and shall thereafter file such documents on the Seller’s prior written approval to do so, which written approval shall not be unreasonably withheld or delayed. The Buyer shall bear any expense incurred in dealing with any domestic or foreign government or regulatory agency in transferring CGI’s right, title and interest in any of the Purchased Assets.
Consents and Filings; Reasonable Efforts. The parties will use their respective commercially reasonable efforts to take promptly, or cause to be taken, all actions (including actions after the Closing), and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. The parties will use their respective commercially reasonable efforts as promptly as practicable after the date of this Agreement, to give all notices to, and make all filings with, all Governmental Authorities, and to obtain all other Consents from, and give all other notices to, all Governmental Authorities, that are necessary in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.
Consents and Filings; Reasonable Efforts. Each of the parties will use their respective commercially reasonable efforts (i) to take promptly, or cause to be taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and (ii) subject to Sections 7.1, 7.3 and 7.4 (solely with respect to the Purchaser), as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental Authorities, and to seek to obtain all other consents, waivers, approvals and other authorizations from, and give all other notices to, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, including with respect to the Company those listed in Section 6.3 of the Company Disclosure Schedule.
Consents and Filings; Reasonable Efforts. Each of the parties will use their respective commercially reasonable efforts (i) to take promptly, or cause to be taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations from, to give all notices to, and make all filings with, all Governmental Authorities, and to obtain all other consents, waivers, approvals and other authorizations from, and give all other notices to, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.
Consents and Filings; Reasonable Efforts. Each of the parties will use their respective commercially reasonable efforts (i) to take promptly, or cause to be taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental Authorities, and to obtain all other consents, waivers, approvals and other authorizations from, and give all other notices to, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, including those listed in Sections 3.3(b) and 6.1(c) of the Company Disclosure Schedule.
Consents and Filings; Reasonable Efforts. 6.3.1 The Seller shall use and shall cause its Affiliates to use commercially reasonable efforts:
(a) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement;
Consents and Filings; Reasonable Efforts. Each of the Seller and the Purchaser will, and the Seller will cause each Acquired Company to, use its commercially reasonable efforts (i) to take promptly, or cause to be taken (including actions after the Closing), all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement (including causing each condition within its power to be satisfied) and (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations from, give all notices to, and make all filings with, all Governmental Authorities listed in Section 6.1(c) of the Seller Disclosure Schedule, and to obtain all other Consents from, and give all other notices to, all other non-Governmental Authorities listed in Section 6.1(c) of the Seller Disclosure Schedule.
