Cooperation; Consents and Approvals. (a) Upon the terms and subject to the conditions set forth in this Agreement, Buyer, the Companies and Seller agree to use commercially reasonable and diligent 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 parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) all actions necessary to satisfy the closing conditions set forth in Articles VI and VII, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (other than as specifically provided in Section 5.3(b) through Section 5.3(g) in connection with obtaining such authorizations, consents, orders, approvals and waivers from third parties), no party to this Agreement will be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties.
Cooperation; Consents and Approvals. (a) (i) Upon the terms and subject to the conditions set forth in this Agreement, Buyer, the Company and Seller agree to 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 cause the other parties’ closing conditions to be satisfied in order to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (A) all actions necessary to satisfy the other parties’ closing conditions set forth in Article VII and Article VIII, as applicable, (B) the obtaining of all necessary consents, approvals or waivers from third parties (including any Company Required Consents), and (C) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Buyer acknowledges and agrees that certain consents, authorizations and approvals to the transactions contemplated by this Agreement may be required from parties to Material Contracts to which the Company or any of its Subsidiaries is a party and such consents, authorizations and approvals may not be obtained. The failure of the Company or any of its Subsidiaries to obtain any such consent (including any Company Required Consent), authorization or approval shall not delay or prevent the Closing. For the avoidance of doubt, unless required by Article VII, Buyer agrees that (x) neither Seller, the Company, nor any of its Subsidiaries nor any of their respective Affiliates or representatives shall have any liability whatsoever to Buyer or any of its Affiliates arising out of or relating to the failure to obtain any consents (including any Company Required Consent), 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 (y) no representation or warranty of Seller or the Company contained herein shall be breached or deemed breached as a result of the failure to obtain any consent (including any Company Required Consent), authorization or approval or as a result of any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent (including any Company Required Consent), authorizat...
Cooperation; Consents and Approvals. (a) Subject to the terms and conditions of this Agreement, each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper, or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Article VII).
Cooperation; Consents and Approvals. If any consents, approvals or authorizations of any type required pursuant to Section 5.8 and/or 5.9 hereof are not secured as of the Closing Date, after the Closing Date Buyer and Sellers will cooperate in all respects and Sellers shall use their good faith best efforts in order to: (a) secure any nongovernmental approvals, consents and waivers of third parties necessary for the assignment of the Contracts and Leases to Buyer and the transfer of the Purchased Assets and SouthCom Assets from Sellers to Buyer; and (b) give notices to any governmental authority, and secure the permission, approval, determination, consent or waiver of any governmental authority, required by law in connection with the transfer of the Purchased Assets and the SouthCom Assets from Sellers to Buyer.
Cooperation; Consents and Approvals. Each party will, and will cause each of its Subsidiaries to, cooperate and use its reasonable best efforts:
Cooperation; Consents and Approvals. (a) From and after the Execution Date until the Closing, the Parties shall use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary or proper, consistent with applicable Law, to cause the Closing to occur (it being understood that no Party shall be required to waive any condition precedent to Closing), including taking all reasonable actions necessary to (i) comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing and (ii) obtain all Consents of Governmental Authorities, any prime contractor, subcontractor or other Person, in each case required to be obtained or made in connection with this Agreement, any Ancillary Agreement and the transactions contemplated hereby or thereby (including those in connection with any Government Contract, any other Required Governmental Approvals and the modification by the DOS of the policy of denial it applied to Seller to exempt the Acquired Companies). Without limiting the generality of the foregoing, Purchaser and Seller shall (x) respond promptly to inquiries from the applicable Governmental Authorities in connection with such filings, including providing any supplemental information that may be requested and (y) provide to each other copies of all filings made with such Governmental Authorities at or prior to the time they are filed, to the extent permitted by Law. Notwithstanding the foregoing, to the extent any Governmental Authority requires the Parties to execute any instrument in connection with obtaining such Governmental Authority’s Consent with respect to a Government Contract, no such instrument shall alter the provisions of this Agreement concerning the allocation of liabilities between the Parties.
Cooperation; Consents and Approvals. (a) Beaver Lake shall use all reasonable efforts to, as soon as practicable, complete the preparation of the Proxy Circular as agreed with Greka and, subject to the grant of the Interim Order, to mail to the Beaver Lake Common Shareholders and file in all jurisdictions where required the Proxy Circular and other documentation required in connection with the Beaver Lake Shareholders Meeting, all in accordance with National Policy No. 41 of the Canadian Securities Administrators, the Interim Order and applicable law, and Beaver Lake shall use all reasonable efforts, subject to the grant of the Interim Order, to as soon as practicable and in any event on the date specified in the Interim Order, to convene the Beaver Lake Shareholders Meeting for the purpose of approving the Arrangement and this Agreement in accordance with the Interim Order.
Cooperation; Consents and Approvals. (a) Serac shall use all reasonable efforts to, as soon as practicable, complete the preparation of the Proxy Circular as agreed with Silverzipper and, subject to the grant of the Interim Order, to mail to the Serac Common Shareholders and file in all jurisdictions where required the Proxy Circular and other documentation required in connection with the Serac Shareholders Meeting, all in accordance with National Policy No. 41 of the Canadian Securities Administrators, the Interim Order and applicable law, and Serac shall use all reasonable efforts, subject to the grant of the Interim Order, to as soon as practicable and in any event on the date specified in the Interim Order, to convene the Serac Shareholders Meeting for the purpose of approving the Arrangement and this Agreement in accordance with the Interim Order.
Cooperation; Consents and Approvals. In cooperation with Eagle Canada, NRG shall prepare all necessary documents and filings and obtain all approvals, including the obtaining of the Interim Order and the Final Order and the preparation of the Information Circular.
Cooperation; Consents and Approvals. In cooperation with TAL, Taro shall prepare all necessary documents and filings and obtain all approvals, including the obtaining of the Interim Order and the Final Order and the preparation of the Proxy Circular.
