Common use of Efforts and Actions to Cause Closing to Occur Clause in Contracts

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.

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 parties hereto 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 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 identify and obtain or transfer, as the case requires, any requisite approvals, authorizations, consentsConsents, orders, licenses, permitsPermits, qualifications, exemptions or waivers by any third party or Governmental EntityEntity necessary to operate the Business from and after the Closing Date. 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 Consent from any Governmental Entity or other Person required to be obtained prior to Closing.

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 Sellers and ECDV and each of the Certain Affiliated Parties Purchaser shall use their respective commercially 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 lawsApplicable Laws) to consummate the Closing and the other Transactions and perform all Ancillary Agreements as promptly as practicable including, but not limited to (i) 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. (a) Prior to the Closing, upon the terms and subject to the terms and conditions of this Agreement, MRGA and ECDV and each of the Certain Affiliated Parties shall use their respective commercially 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 lawsLaws) to consummate the Closing and the other Transactions transactions as promptly as practicable includingfollowing the date hereof, but not limited to which efforts include the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers Consents by any third party or Governmental Entity. In addition, no party hereto neither Party shall take any action or cause or permit any of its Affiliates to 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 Consent from any Governmental Entity or other Person required to be obtained prior to Closing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the ClosingEffective Time, upon the terms and subject to the conditions of this Agreement, MRGA Parent and ECDV and each of the Certain Affiliated Parties Company 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 lawsApplicable 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, permitsPermits, qualifications, exemptions or waivers by any third party 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. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA the Purchaser and ECDV and each of the Certain Affiliated Parties Seller 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 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 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. (a) Prior to the ClosingEffective Time, upon the terms and subject to the conditions of this Agreement, MRGA Parent, Parent Americas and ECDV and each of the Certain Affiliated Parties Company shall use their respective reasonable best commercial 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, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to 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, permitsPermits, qualifications, exemptions or waivers by any third party Third Party or Governmental Entity. In addition, except as required by Applicable Law, 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. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, MRGA the Purchaser, the Sellers, and ECDV and each of the Certain Affiliated Parties Company 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 lawsLaws) 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, consentsConsents, orders, licenses, permitsPermits, 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 Consent from any Governmental Entity or other Person required to be obtained prior to Closing.

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 Purchaser, Purchaser Subsidiary, Seller and ECDV and each of the Certain Affiliated Parties Seller Subsidiary 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.

Efforts and Actions to Cause Closing to Occur. (a) 10.8.1 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 commercially 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 lawsLaws) to consummate the Closing and the other Transactions as promptly as practicable including, but not limited to 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 necessary, proper or advisable to obtain any requisite required approvals, authorizations, consentsConsents, orders, licensesLicenses, permitsPermits, bonds related thereto, qualifications, exemptions or waivers exemptions, waivers, certificates, franchises and registrations by any third party or Governmental EntityAuthority. In addition, no party neither 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 permission or consent Consent from any Governmental Entity Authority or other Person required to be obtained prior to Closing.

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 each Selling Shareholder and ECDV Purchaser shall use, and each of Selling Shareholder shall (severally and not jointly) cause the Certain Affiliated Parties shall use their Company and its Subsidiaries to use, its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and to 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 includingbut in any event prior to August 30, but not limited to 2002 (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 Consents of any Governmental Entity or waivers by any third party or Governmental Entityother Person). 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, provided that this restriction shall not apply to the date chosen by a party hereto for its general meeting of shareholders of that party. Nothing in this Agreement shall require a party to hold its general meeting of shareholders on or by any particular date.

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, 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 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 EntityAuthority. In addition, no party 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 Authority or other Person required to be obtained prior to Closing. Issuer will notify the Lenders and will provide notice of any objections.

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 Purchaser and each of the Certain Affiliated Parties Seller 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 transactions contemplated hereby as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions contemplated hereby 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 EntityAuthority. In addition, no party hereto shall take any action after the date hereof of this Agreement 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 Authority or other Person required to be obtained prior to Closing.

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 Purchaser and each of the Certain Affiliated Parties Seller 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 transactions contemplated hereby as promptly as practicable including, but not limited to to, the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions transactions contemplated hereby 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 EntityAuthority. In addition, no party hereto shall take any action after the date hereof of this Agreement 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 Authority or other Person required to be obtained prior to Closing.. 39