Contract and Regulatory Approvals. Seller will take and will cause the --------------------------------- Company to, and the Company will, (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, to obtain as promptly as practicable all (i) approvals and consents of any person under all contracts to which the Seller or the Company is a party, or by which their respective assets may be bound, necessary to permit Seller to consummate the transactions contemplated hereby and (ii) all approvals, authorizations and clearances of governmental authorities required of the Seller or the Company to consummate the transactions contemplated hereby, (b) provide such other information and communications to such governmental authorities as Purchaser or such authorities may reasonably request and (c) cooperate with Purchaser in pursuing, as promptly as practicable, all approvals, authorizations and clearances of governmental authorities (including the Gaming Board) and other persons required of Purchaser to consummate the transactions contemplated hereby.
Contract and Regulatory Approvals. The Company will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts to obtain, as promptly as practicable, all approvals required by any applicable Contract to permit the consummation of the transactions contemplated hereby, (b) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts to obtain, as promptly as practicable, all approvals, authorizations, and clearances of governmental and regulatory authorities required to permit the consummation of the transactions contemplated 44 hereby (including without limitation any required approvals of the insurance regulatory authorities in Kansas, Florida, Michigan and Connecticut), (c) provide such other information and communications to such governmental and regulatory authorities as Parent or such authorities may reasonably request, and (d) cooperate with Parent and Sub in obtaining, as promptly as practicable, all approvals, authorizations, and clearances of governmental or regulatory authorities and others required of Parent or Sub to consummate the transactions contemplated hereby.
Contract and Regulatory Approvals. Seller will take, and will cause the Company to take, (i) all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, to obtain prior to the Closing those consents listed in Section 7.6.2 hereof and as promptly as practicable after the Closing all other approvals and consents required of any Person under all Contracts to which the Company is a party (including without limitation all Contracts involving indebtedness of the Company) to consummate the transactions contemplated hereby, (ii) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, to obtain as promptly as practicable all approvals, authorizations, and clearances of governmental and regulatory authorities required of each of Seller and the Company, to consummate the transactions contemplated hereby, (iii) provide such other information and communications to such governmental and regulatory authorities as Buyer or such authorities may reasonably request, and (iv) cooperate with Buyer in obtaining, as promptly as practicable, all approvals, authorizations, and clearances of governmental or regulatory authorities and other Persons required of Buyer to consummate the transactions contemplated hereby.
Contract and Regulatory Approvals. Emerald and the Company will use (and will cause each of its Subsidiaries to use) reasonable best efforts to obtain as promptly as practicable (a) all approvals and consents required of any person or entity under all Contracts to which the Company or any of its Subsidiaries is a party to consummate the transactions contemplated hereby, and (b) all approvals, authorizations and clearances of Governmental Entities required of the Company and each of its Subsidiaries to consummate the transactions contemplated hereby. The Company will, and will cause each of its Subsidiaries to, (i) provide such other information and communications to such Governmental Entities as Emerald or such authorities may reasonably request, and (ii) cooperate with Emerald in obtaining, as promptly as practicable, all approvals, authorizations and clearances of governmental or regulatory authorities and other persons or entities required of Emerald to consummate the transactions contemplated hereby. Emerald will (i) provide such information and communications to such Governmental Entities as the Company or such authorities may reasonably request, and (ii) cooperate with the Company in obtaining, as promptly as practicable, all approvals, authorizations, and clearances of governmental or regulatory authorities and other persons or entities required of the Company to consummate the transactions contemplated hereby. Emerald shall use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorization relating to any federal, state or local statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the HSR Act that is required for consummation of the transactions contemplated by this Agreement; provided, however, that the foregoing shall not obligate Emerald to agree to take any action which would have a material adverse effect on the expected benefits to Emerald of the transactions contemplated hereby.
Contract and Regulatory Approvals. Seller will take (and will cause the Company to take) all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable efforts, to obtain as promptly as practicable (a) all approvals and consents required of any person or entity under all material Contracts to which Seller or the Company is a party to consummate the transactions contemplated hereby, and (b) all approvals, authorizations, and clearances of governmental and regulatory authorities required of Seller and the Company to consummate the transactions contemplated hereby. Seller will, and will cause the Company to, (i) provide such other information and communications to such governmental and regulatory authorities as Purchaser or such authorities may reasonably request, and (ii) cooperate with Purchaser in obtaining, as promptly as practicable, all approvals, authorizations, and clearances of governmental or regulatory authorities and other persons or entities required of Purchaser to consummate the transactions contemplated hereby, including any required approvals of the insurance regulatory authorities in the State of Oklahoma. Subject to the terms and conditions of this Agreement and applicable law, Seller shall act in good faith and use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as soon as reasonably practicable, including such actions or things as Purchaser may reasonably request in order to cause any of the conditions to such other party's obligation to consummate the transactions contemplated hereby to be satisfied.
Contract and Regulatory Approvals. Seller will take (and will cause the Company to take) all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use commercially reasonable efforts, to obtain as promptly as practicable (a) all approvals and consents required of any person or entity under all Contracts to which Seller or the Company is a party to consummate the transactions contemplated hereby, and (b) all approvals, authorizations, and clearances of governmental and regulatory authorities required of each of Seller and the Company to consummate the transactions contemplated hereby. Seller will, and will cause the Company to, (i) provide such other information and communications to such governmental and regulatory authorities as Purchaser or such authorities may reasonably request, and (ii) cooperate with Purchaser in obtaining, as promptly as practicable, all approvals, authorizations, and clearances of governmental or regulatory authorities and other persons or entities required of Purchaser to consummate the transactions contemplated hereby, including any required approvals of the insurance regulatory authorities in the States of Missouri and Illinois.
Contract and Regulatory Approvals. Sellers and Embarcadero shall take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith, to obtain as promptly as reasonably practicable (a) all approvals and consents required to be obtained by any Company under all Contracts to which any Seller or any Company is a party to consummate the transactions contemplated hereby, which such approvals and consents are set forth in Schedule 5.1 and (b) all approvals, authorizations and clearances of Governmental Authorities required of any Seller or any Company to consummate and make effective the transactions contemplated hereby, which such approvals, authorizations and clearances are set forth in Schedule 5.1. Embarcadero shall, and shall cause the other Companies to, (i) provide such other information and communications to such Governmental Authorities as Purchaser or such Governmental Authorities may reasonably request, and (ii) reasonably cooperate with Purchaser in Purchaser’s efforts to obtain all approvals, authorizations and clearances of Governmental Authorities and other Persons required of Purchaser to consummate and make effective the transactions contemplated hereby, including any required approvals of the Governmental Authorities that regulate insurance companies.
Contract and Regulatory Approvals. Seller will and will cause the Company to, in all cases in consultation with the Purchaser, (a) take all steps necessary or desirable, and to proceed diligently and in good faith and to use all commercially reasonable efforts, to obtain as promptly as practicable all (i) approvals and consents of any person under all contracts to which the Seller or the Company is a party, or by which their respective assets may be bound, necessary to permit Seller to consummate the transactions contemplated hereby (including those consents and approvals that are not conditions to Closing) and (ii) all approvals, authorizations and clearances of governmental authorities required of the Seller or the Company to consummate the transactions contemplated hereby, (b) provide such other information and communications to such governmental authorities as such authorities may reasonably request, (c) cooperate with Purchaser in obtaining, as promptly as practicable, all approvals, authorizations and clearances of governmental authorities and other persons required of Purchaser to consummate the transactions contemplated hereby, and (d) provide such notifications or information to customers, suppliers and other persons party to any contract with the Company, with Purchaser's input and consultation, as is necessary in connection with the transaction contemplated hereby.
Contract and Regulatory Approvals. All approvals, authorizations, and clearances contemplated by Sections 5.1 and 6.1(a)(ii) hereof and necessary to permit Seller and Purchaser to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (including, without limitation, any requisite action of the insurance regulatory authorities in the State of Oklahoma) shall have been obtained and shall be in full force and effect.
Contract and Regulatory Approvals. The Parties will use (and will cause each of their respective Subsidiaries to use) their reasonable best efforts to obtain as promptly as practicable (a) all approvals and consents required of any person or entity under all Contracts to which any Party or any of its Subsidiaries is a party to consummate the transactions contemplated hereby, and (b) all approvals, authorizations, and clearances of Governmental Entities required of any Party and each of its Subsidiaries to consummate the transactions contemplated hereby. The Parties will, and will cause each of its Subsidiaries to, (i) provide such other information and communications to such Governmental Entities as any other Party or such authorities may reasonably request, and (ii) cooperate with any Party in obtaining, as promptly as practicable, all approvals, authorizations, and clearances of governmental or regulatory authorities and other persons or entities required of any other Party to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, the Parties shall use their reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorization relating to any federal, state or local statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the HSR Act that is required for consummation of the transactions contemplated by this Agreement; provided, however, that the foregoing shall not obligate any Party to agree to take any action which would have a Material Adverse Effect on the expected benefits to such Party of the transactions contemplated hereby.
