Consents and Reasonable Efforts. (a) Prior to September 1, 1998, the Company will provide Buyer with a list of each material License and shall cooperate with Buyer to determine a list of all Requisite Regulatory Approvals.
(b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (it being recognized that time is of the essence), including, (i) obtaining all Consents, approvals and agreements of, and giving and making all notices and filings with, any governmental and regulatory authorities necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, including, the Requisite Regulatory Approvals and (ii) obtain all other approvals and Consents to the transactions contemplated by this Agreement including (x) the Consents of third parties required to assign or otherwise transfer to Buyer the Contracts identified in Section 3.4(a)(v) of the Disclosure Schedule, and (y) the approvals of third parties to Buyer's assumption of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any of the transactions contemplated hereby. Each of the Company and Buyer shall advise the other promptly of any understandings, undertakings or agreements which such party or any of its affiliates proposes to make or enter into with any regulatory agency in connection with the transactions contemplated hereby. The Company shall be entitled to notice of and to participate in all hearings of any regulatory agency held in connection with or relating to any of the transactions contemplated hereby.
(c) The Company and Buyer shall use a...
Consents and Reasonable Efforts. (a) Parent, Holdings and C&A Products shall, as promptly as practical, use all commercially reasonable efforts (unless otherwise stated herein) to satisfy the conditions to Closing set forth in Article VI and consummate the transactions contemplated by this Agreement, including obtaining any required Consents. Parent, Holdings and C&A Products shall furnish to each other such information and assistance as the other may reasonably request in connection with required filings, applications and Consents, and they shall keep each other advised of the progress of making all such filings, applications and Consents.
(b) Parent, Holdings and C&A Products shall use all commercially reasonable efforts to terminate the guarantees by Parent or any Non-Bison Subsidiary of obligations of Bison Subsidiaries identified in Section 5.4(b) of the Disclosure Schedule (the "Guarantees") and arrange for C&A Products to assume the obligations of Parent under the Guarantees as soon as possible after the Closing Date. If the obligations under any Guarantee relating to Balance Sheet Indebtedness of a Bison Subsidiary has not been assumed by C&A Products or a Subsidiary of C&A Products as of the date thirty days after the Closing Date, Holdings and C&A Products shall, within sixty days after the Closing Date, pay or cause to be paid all such indebtedness covered by the Guarantee in a manner which will permit Parent to promptly thereafter terminate the Guarantee. If any Guarantee shall be in effect after Closing, Holdings and C&A Products shall pay or cause to be paid all debt covered by the Guarantee as the same shall become due and payable, and shall indemnify and hold Parent and any Non-Bison Subsidiary harmless with respect to any payments made by Parent or any Non-Bison Subsidiary pursuant to any Guarantee, provided, that such payments have been made in good faith.
(c) Parent, Holdings and C&A Products shall use all commercially reasonable efforts to cause the Contracts identified in Section 5.4(c) of the Disclosure Schedule to be assigned to, and assumed by, C&A Products or one or more of its Subsidiaries (including the Bison Subsidiaries), and to cause Parent and the Non-Bison Subsidiaries to be released from any further obligations thereunder, on or before the Closing Date. In the event that Parent or a Non-Bison Subsidiary is required to guarantee, or otherwise remain liable for, the performance by C&A Products or any of its Subsidiaries (including the Bison Subsidiaries) of ...
Consents and Reasonable Efforts. CNA and IGFH shall cooperate fully with one another and use commercially reasonable best efforts to obtain all necessary consents, approvals and agreements of, and to give and make all notices and filings with, any applicable Governmental Authority which may be necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (including, but not limited to, any such consents, approvals and agreements which may be necessary from Governmental Authority at the exercise of either the Put or Call Right provided for herein). CNA shall use commercially reasonable best efforts to obtain, and IGFH will cooperate with CNA in obtaining, all other approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements respecting the consents, approvals and transfers necessary from third parties under contracts to be assigned. In the event third party consents under contracts to be assigned cannot be obtained, CNA agrees to use commercially reasonable best efforts, in cooperating with IGFH, to obtain comparable benefits for IGFH for the period of this Agreement.
Consents and Reasonable Efforts. Seller shall use all commercially reasonable efforts to obtain all consents, approvals, transfers, permissions, waivers, orders, reissuances and authorizations of (and make all necessary filings or registrations with) (collectively the “Consents”) all Authorities and other third parties which are required to be obtained or made by them in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, for the acquisition, development, construction, installation and completion of the Projects and to effect the various assignments to Buyer as provided in this Agreement. Buyer, without having to incur third party out of pocket expenses, shall cooperate in good faith with Seller in Seller’s effort to obtain the Consents.
Consents and Reasonable Efforts. (a) Sellers, Purchaser and LLANY shall cooperate and use their commercially reasonable efforts to promptly obtain all consents, approvals and agreements of, and to promptly give and make all notices and filings with, any Governmental Authorities, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby, including, without limitation, the Permits described in Sections 6.03 and 7.03. Sellers shall use their commercially reasonable efforts to promptly obtain, and Purchaser and LLANY will cooperate with Sellers in promptly obtaining, all other approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements, including the matters set forth on Schedule 3.05 hereto and the consents of third parties under contracts to be assigned. Purchaser and LLANY shall use their commercially reasonable efforts to promptly obtain, and Sellers will cooperate with Purchaser and LLANY in promptly obtaining, all approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements as set forth on Schedule 4.05 hereto. Sellers, Purchaser and LLANY will each furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions to any Governmental Authority including, without limitation, filings under the provisions of the HSR Act.
Consents and Reasonable Efforts. The Company and Cap Z shall, and the Company will cause Max Re to, cooperate and use their commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any governmental authorities, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement. The Company shall, and the Company will cause Max Re to, use its commercially reasonable efforts to obtain all approvals and consents to the transactions contemplated by this Agreement as set forth on Schedule 3.4 attached hereto.
Consents and Reasonable Efforts. (a) Seller shall take all reasonable actions required (i) to obtain at the earliest practicable date all consents, waivers, approvals, authorizations and agreements required hereunder, and promptly to give all notices to, effect all registrations pursuant to, and make all other filings with or submissions to, any third parties, including, without limitation, governmental and regulatory authorities, necessary or advisable to authorize approve or permit the consummation of the transactions contemplated hereby.
(b) Each of the parties hereto covenants and agrees, upon the terms and subject to the conditions contained herein, to pursue diligently and in good faith and use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable under applicable laws and regulations to put, consummate and make effective the transactions contemplated hereby, subject to Seller’s obligations under the Sale Procedures Order, if applicable.
Consents and Reasonable Efforts. Seller and Purchaser shall cooperate and use their commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Governmental Entities, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby. Seller shall use its commercially reasonable efforts to obtain all approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements as set forth on Schedule 3.5 attached hereto. Purchaser will use its commercially reasonable efforts to obtain all approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements as set forth on Schedule 4.5 attached hereto. Without limiting the foregoing, Purchaser will permit Representatives of Seller to participate in the meeting at which the transactions contemplated by this Agreement are presented to the Arizona Department of Insurance for approval.
Consents and Reasonable Efforts. (a) Seller, CLIC, Purchaser and LLANY shall cooperate and use commercially reasonable best efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any governmental authorities and regulatory agencies, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby, including, without limitation, the Permits described in Sections 6.03 and 7.
Consents and Reasonable Efforts. Seller and Purchaser shall, and Seller will cause JANY to, cooperate and use their commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Governmental Entities, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby. Seller shall, and Seller will cause JANY to, use its commercially reasonable efforts to obtain all approvals and consents to the transactions contemplated by this Agreement as set forth on Schedule 2.5 attached hereto. Purchaser will use its commercially reasonable efforts to obtain all approvals and consents to the transactions contemplated by this Agreement as set forth on Schedule 3.5 attached hereto, if any. In addition, if required by the New York Department of Insurance as a condition to consummation of the transactions contemplated hereby, Purchaser shall cause JANY to be merged at or after the Closing with another insurance company Affiliate of Purchaser.
