Cooperation by Buyer. Buyer will use its reasonable best efforts, and will cooperate with Seller, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Buyer to effect the transactions contemplated on its part hereby, and Buyer will otherwise use its reasonable best efforts to cause and consummation of such transactions in accordance with the terms and conditions hereof and to cause all conditions contained in this Agreement over which it has control to be satisfied.
Cooperation by Buyer. From the date of the Agreement until the Closing, Buyer shall exercise reasonable commercial efforts to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Buyer to consummate the transactions contemplated hereby.
Cooperation by Buyer. In the event of termination of this Agreement, Seller shall be free to sell the Interests to any third party without any limitation under or by reason of this Agreement. Buyer shall cooperate with Seller in effectuating any such sale by promptly executing any instrument reasonably requested by Seller evidencing the termination of this Agreement or Buyer's right to acquire the Interests.
Cooperation by Buyer. From the date hereof through the Closing Date, Buyer shall use all reasonable efforts (a) to take all actions and to do all things necessary or advisable to consummate the transactions contemplated by this Agreement, (b) to cooperate with Seller in connection with the foregoing, including using reasonable efforts to obtain all of the Consents and (c) subject to the other terms and conditions of this Agreement, to cause all the conditions set forth in Section 7.2, the satisfaction of which is in the reasonable control of Buyer, to be satisfied on or prior to Closing.
Cooperation by Buyer. (a) Except as specifically set forth in Section 5.7 hereof, prior to the Closing, Buyer shall use commercially reasonable efforts to obtain all approvals, and timely submit any notices or filings, required under any applicable Law or Orders from or to any Governmental Authority in connection with the purchase of the Membership Interests by Buyer from Seller. Buyer acknowledges and agrees that certain consents, authorizations and approvals to the transactions contemplated by this Agreement may be required from parties to Contracts to which an Acquired Entity is a party and such consents, authorizations and approvals have not been obtained. Prior to the Closing, Buyer shall assist Seller and the Acquired Entities in obtaining such consents, authorizations and approvals; provided, that, except as specifically set forth in Section 5.7 hereof, the failure to obtain any such consent, authorization or approval shall not delay or prevent the Closing (including by application of ARTICLE VI). For the avoidance of doubt, Buyer agrees that (i) neither Seller nor any of its Affiliates or Representatives shall have any liability whatsoever to Buyer or any of its respective Affiliates arising out of or relating to the failure to obtain any consents, authorizations or approvals that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof and (ii) no representation, warranty or covenant of Acton Holdings, the Company or Seller contained herein shall be breached or deemed breached as a result of the failure to obtain any consent, authorization or approval or as a result of any such default, acceleration or termination or any Proceeding commenced or threatened in writing by or on behalf of any Person arising out of or relating to the failure to obtain any consent, authorization or approval or any such default, acceleration or termination.
(b) From the date hereof and prior to the Closing, Buyer agrees that it shall use commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to defend against any Proceedings by any Governmental Authority challenging this Agreement or the consummation of the transactions contemplated hereby, and seeking to vacate or reverse any temporary restraining order, preliminary injunction or other legal restraint or prohibition entere...
Cooperation by Buyer. From the date hereof and prior to the Closing, Buyer will, and will cause its Affiliates to, use its commercially reasonable efforts, and will cooperate with the Seller Entities in all material respects, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to effectuate the transactions contemplated hereby, and will otherwise use its commercially reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof, including without limitation, to effect and pursue Governmental Filings and Consents, including without limitation those set forth on Schedule 7.2.
Cooperation by Buyer. Subject to its rights under Article 10, prior to the Closing, Buyer will use all reasonable efforts to take all actions and to do all things necessary or advisable to consummate the transactions contemplated by this Agreement and to cooperate with Seller in connection with the foregoing, including using reasonable efforts to obtain any Consents contemplated by Section 4.3.
Cooperation by Buyer. (a) From the date hereof and prior to the Closing, Buyer will use its commercially reasonable best efforts, and will cooperate with Seller and Parent, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties (including pursuant to the HSR Act) as shall be required in order to enable Buyer and Newco to effect the transactions contemplated hereby, and will otherwise use its commercially reasonable best efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof.
(b) In connection with Newco's assumption of Seller's obligations under the IRB, Buyer at the Closing shall use its commercially reasonable best efforts to (i) without limiting Buyer's obligations under this Section 5.01, deliver to the Trustee under the Indenture relating to the IRB an Alternate Credit Facility (as defined in the Indenture) satisfactory to the Trustee and sufficient to permit the Trustee to release to Seller the letter of credit delivered by Seller to secure Seller's obligations under the IRB and (ii) cause Newco to assume Seller's obligations under the IRB, such assumption to be secured by an evergreen letter of credit satisfactory to Seller in the amount of the outstanding principal amount of the IRB plus 13.52 months interest therein.
Cooperation by Buyer. From the date hereof and prior to the Closing, Buyer shall use all reasonable efforts, and shall cooperate with the Seller, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Seller to effect the transactions contemplated hereby, and shall otherwise use all reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof. Without limiting the provisions set forth in this Section, Buyer shall file with the Department of Justice and the Federal Trade Commission a Pre-Merger Notification and Report Form pursuant to the HSR Act in respect of the transactions contemplated hereby within ten (10) business days of the date of this Agreement, and Buyer shall use, and shall cause each of its Affiliates to use, all reasonable efforts to take or cause to be taken all actions necessary, including to promptly and fully comply with any requests for information from regulatory authorities, to obtain any consent, waiver, approval or authorization relating to the HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement.
Cooperation by Buyer. From the date hereof until the Closing, Buyer shall use all reasonable efforts, and will cooperate with Seller and the Company, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to effectuate the transactions contemplated hereby, and shall otherwise use all reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof. Buyer specifically agrees that it will take such actions as may be necessary to obtain the requisite approval under the HSR Act.
