Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing.
(b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly provide the other parties with copies of any communication received by such party from any Governmental Entity regarding any of the Transactions.
Efforts and Actions to Cause Closing to Occur. Prior to the Closing, upon the terms and subject to the conditions of this Agreement, the Company, the Company Managers and Purchaser shall, and each other Main Seller shall use their respective best efforts, within their respective powers, to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to Requirements of Law) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, Orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing.
Efforts and Actions to Cause Closing to Occur. At all times prior to the Closing, upon the terms and subject to the conditions of this Agreement, Seller and Purchaser shall use their 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 (subject to any Applicable Laws) to cause the Closing Date to occur and consummate the Closing and the other Transactions as promptly as practicable including, the preparation and filing of all forms, registrations and notices required to be filed to cause the Closing Date to occur and consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, releases, orders, licenses, Permits, qualifications, exemptions or waivers by any Third Party or Governmental Entity.
Efforts and Actions to Cause Closing to Occur. 42 Section 6.4 Publicity. 43 Section 6.5 Environmental Responsibilities. 43
Efforts and Actions to Cause Closing to Occur. Prior to the Closing, upon the terms and subject to the conditions of this Agreement, the Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and cooperate with the Sellers in order to do, all things necessary, proper or advisable (subject to any applicable Requirements of Law) to consummate the Closing and the taking of such actions as are necessary to obtain the Company Consents, the Sellers' Consents and the Client Consents. In addition, the Purchaser shall not take any action after the date hereof for the purpose of preventing or materially delaying the satisfaction or obtaining of any of the conditions to Closing set forth in Article IX, any approval, consent, exemption or authorization from any Governmental Authority or Person required to be obtained prior to Closing. Nothing contained in this Agreement shall require the Purchaser to pay any consideration to any other Person from whom any such approvals, authorizations, consents, Orders, licenses, permits, qualifications, exemptions or waiver is requested. In addition, prior to the Closing, the Purchaser shall cooperate, as and to the extent requested by the Sellers or the Representatives of the Sellers, in connection with any Claims arising in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, other than any such Claims brought by any of the Sellers or any of their Affiliates or any of their respective shareholders, officers or employees against the Purchaser.
Efforts and Actions to Cause Closing to Occur. Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Sellers shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable Laws) to consummate the Closing as promptly as practicable, including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing.
Efforts and Actions to Cause Closing to Occur. Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Acquiror and Seller shall use [†] to take, or cause to be taken, all actions, and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (subject to applicable Law) to consummate the transactions contemplated hereby as promptly as practicable, including the matters described in Article 9 hereof and the preparation and filing of all forms, registrations and notices required to be filed and the taking of such actions as are necessary to obtain any requisite consents of any Governmental Entity or other Person. In addition, no party hereto shall take any action that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent from any Governmental Entity or other Person required to be obtained prior to the Closing. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
Efforts and Actions to Cause Closing to Occur. Prior to the Closing, and according to the terms and subject to the conditions of this Agreement, each of the parties hereto shall, at its own expense, use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things reasonably necessary (subject to any Applicable Laws) to satisfy the conditions (including as set forth in Article 7) and obligations of this Agreement, and to consummate the Closing and the other Transactions as promptly as practicable, including the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the Transactions and the taking of such actions as are necessary to obtain any exemptions, waivers or approvals related thereto, by any Person or Governmental Entity, including with respect to obtaining the Required Consents. To the extent that amendments or modifications of the Permits, or consents or approvals of transfer of Permits, are required as a result of the execution of this Agreement or consummation of any of the Transactions and to effect the Closing, the parties shall use all commercially reasonable efforts in cooperating to effect such amendments or modifications and receive such consents and approvals.
Efforts and Actions to Cause Closing to Occur. Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser, the Sellers, and the Company shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Closing.
Efforts and Actions to Cause Closing to Occur. Upon the terms and subject to the conditions set forth in this Agreement, the Company, Principal Stockholder and Parent each shall use its commercially reasonable 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 party in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditions manner practicable, the Transactions, including using its commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the obtaining of all Necessary Consents; (iv) the resolution of such objections, if any, as may be asserted with respect to the Transactions under the HSR Act, applicable foreign antitrust Laws or any other antitrust, competition or fair trade Laws; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; (vi) the execution or delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; and (vii) obtain releases of all Encumbrances reflected in the Company Disclosure Schedule; provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in any agreement, certificate, instrument or other document delivered in connection with the Transactions, nothing in this Agreement or in any agreement, certificate, instrument or other document delivered in connection with the Transactions shall be deemed to require Parent, the Company or Principal Stockholder, or any Subsidiary or Affiliate thereof, to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, asse...
