Corporate and Other Consents. (a) Seller shall use its best efforts to secure all necessary corporate and other non-regulatory consents (except those involving Purchaser) and shall provide certified copies to Purchaser upon Purchaser's request.
(b) Seller shall promptly comply with all applicable laws, regulations, and rulings in connection with this Agreement and the consummation of the transactions contemplated hereby.
(i) Seller shall use its best efforts (which shall not require Seller to pay any money or other consideration to any person or to initiate any claim or proceeding against any person) to cause every landlord under a Branch Lease, the consent of which is required under the terms of such Branch Lease to the assignment of such Branch Lease to Purchaser, to execute in favor of Purchaser a Landlord Consent.
(ii) Notwithstanding anything to the contrary contained in this Agreement, Seller's failure to obtain a Landlord Consent from a landlord under a Branch Lease after using such best efforts to obtain the same shall not entitle Purchaser to terminate this Agreement and Purchaser shall remain obligated to perform all of its obligations hereunder with respect to the applicable Branch, including without limitation the assumption of the Deposit Liabilities relating thereto and the payment of the full Purchase Price without any reduction or adjustment, but excluding only its obligation to assume such Branch Lease.
(iii) If Seller shall be unable to deliver a Landlord Consent with respect to a Branch Lease, Seller shall (A) deliver to Purchaser at the Closing a certificate from Seller, as tenant under the applicable Branch Lease in the form of Schedule 10.3 attached hereto (B) make available to Purchase the space necessary for the operations of the applicable Branch for a cost equal to the rent and other amounts payable under such Branch Lease, and (C) indemnify and hold harmless Purchaser against any cost and expense (including reasonable attorneys' fees) relating to any claim, proceeding or action commenced by the applicable landlord, but in no event shall Purchaser be indemnified for its actual or consequential damages or nonlitigation costs or expenses relating to or arising from its eviction from such space or relocation of such Branch.
Corporate and Other Consents. Target and Parent shall use commercially reasonable efforts (which shall not require Target or Parent to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person) to secure all corporate and other non-regulatory consents (except those involving Purchaser) with respect to contracts listed in Schedule 6.7, and Purchaser shall fully cooperate in order to obtain such consents. Target shall provide copies of such consents to Purchaser upon Purchaser's request.
Corporate and Other Consents. Seller shall secure all corporate and other non-regulatory consents which are necessary or advisable to consummate the transactions contemplated hereby, except those involving Purchaser, and Purchaser shall secure all corporate and other non-regulatory consents which are necessary or advisable to consummate the transactions contemplated hereby, except those involving Seller.
Corporate and Other Consents. Seller shall devote reasonable efforts and resources to secure all necessary corporate and other non-regulatory consents (except those involving Purchaser) and to promptly and completely satisfy and fulfill all other conditions to Seller's obligations hereunder, and shall provide reports and certificates evidencing the status and progress of such efforts to Purchaser upon Purchaser's reasonable request.
Corporate and Other Consents. Seller shall use its reasonable efforts to fulfill its duties as the representative of Purchaser under the Stock Purchase Agreement and in such capacity shall fully cooperate with Sun in enabling it to satisfy its consent obligations under Sections 6.2.1, 6.7 and 6.8 of the Stock Purchase Agreement and Schedule 6.2.1 attached thereto.
Corporate and Other Consents. Each party shall use its commercially reasonable efforts to secure all corporate and other non-regulatory Consents which are necessary or advisable for it to consummate the transactions contemplated hereby.
Corporate and Other Consents. Seller shall use reasonable efforts to secure all corporate and other non-regulatory consents (except those involving Purchaser) necessary to consummate the transactions contemplated by this Agreement, including without limitation, any required consents of Customers to the assumption of such Customers' Deposit Liabilities by Purchaser on the Closing Date ("Third Party Consents"), and shall provide copies of the same to Purchaser upon Purchaser's request.
Corporate and Other Consents. Seller shall use reasonable commercial efforts to secure all corporate and other non-regulatory consents which are necessary or advisable to consummate the transactions contemplated hereby, except those involving Purchaser ("Seller Consents"), and Purchaser shall use reasonable commercial ---------------- efforts to secure all corporate and other non-regulatory consents which are necessary or advisable to consummate the transactions contemplated hereby, except those involving Seller (together with Seller Consents, the "Non-Regulatory Consents"). Notwithstanding any other provision hereof, in the ------------------------ event that any Real Property Lease Consent cannot be obtained in the manner contemplated by Section 8.3 for any Real Property Lease Agreement relating to a Branch Office, then Purchaser shall have the option of (i) accepting the Transferred Assets and liabilities (including Deposit Liabilities) of such Branch Office without assuming the respective Real Property Lease Agreement or purchasing the Personal Property for that respective Branch Office or (ii) not accepting the Transferred Assets and liabilities (including Deposit Liabilities) of such Branch Office, which shall not be transferred to Purchaser at the Closing. All other provisions of this Agreement will apply to the remaining Branch Offices.
Corporate and Other Consents. Bank shall use commercially reasonable best efforts to secure all corporate and other non-regulatory consents with respect to those material contracts to which Bank is a party which consents are otherwise required to be obtained as listed on Schedule 7.5 in order to consummate the Merger, and Parent shall fully cooperate in order to obtain such consents. Bank shall provide copies of such consents to Parent upon Parent’s request. Capitol and CBL shall use best efforts to consummate the Exchange 23 Offer as promptly as practicable after the date hereof, and, upon consummation of the Exchange Offer, CBL shall promptly, and in any event within two (2) Business Days thereof, deliver the Capitol Stockholder Approval; provided, however, that, if the Exchange Offer is not consummated on or prior to August 15, 2009, Capitol and CBL shall use best efforts to obtain the Capitol Stockholder Approval and the Bank Stockholder Approval as soon as reasonably possible.
Corporate and Other Consents. Buyer shall use its best efforts to secure all corporate and other non-regulatory consents with respect to all of the contracts to which Buyer is a party or for which consents are otherwise required to be obtained, and Seller shall fully cooperate in order to obtain such consents. Buyer shall provide copies of such consents to Seller upon its request.
