Common use of Cooperation Prior to the Distribution Clause in Contracts

Cooperation Prior to the Distribution. (a) Lakes and Company shall cooperate in preparing, filing with the SEC and causing to become effective any registration statements or amendments thereof which are appropriate to reflect the establishment of, or amendments to, any employee benefit plans, and other plans contemplated by the Employee Benefits Allocation Agreement. (b) Lakes and Company shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement and the Related Agreements. (c) Lakes and Company shall use all reasonable best efforts to obtain any governmental or third-party consents or approvals necessary or desirable in connection with the transactions contemplated hereby, including, without limitation, pursuant to the Gaming Laws ("Consents"). (d) Lakes and Company will use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to consummate the transactions contemplated under this Agreement and the Related Agreements including, but not limited to, actions relating to the satisfaction of the conditions indicated in Section 4.02 hereof.

Appears in 2 contracts

Samples: Distribution Agreement (Grand Casinos Inc), Distribution Agreement (Lakes Gaming Inc)

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Cooperation Prior to the Distribution. (a) Lakes and Company shall cooperate in preparing, filing with the SEC and causing to become effective any registration statements or amendments thereof which are appropriate to reflect the establishment of, or amendments to, any employee benefit plans, and other plans contemplated by the Employee Benefits Allocation Agreement. (b) Lakes and Company shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement and the Related Agreements. (c) Lakes and Company shall use all reasonable best efforts to obtain any governmental or third-party consents or approvals necessary or desirable in connection with the transactions contemplated hereby, including, without limitation, pursuant to the Gaming Laws ("ConsentsCONSENTS"). (d) Lakes and Company will use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to consummate the transactions contemplated under this Agreement and the Related Agreements including, but not limited to, actions relating to the satisfaction of the conditions indicated in Section 4.02 hereof.

Appears in 2 contracts

Samples: Distribution Agreement (Park Place Entertainment Corp), Merger Agreement (Hilton Hotels Corp)

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