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.
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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 each of Company Managers and Purchaser shall, and each other Main Seller Company shall cause the Subsidiaries to, use their respective best efforts, within their respective powers, 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 necessary (subject to Requirements of Lawapplicable laws) to satisfy the conditions to Closing set forth in Sections 7 and 8 and consummate the Closing and the other Transactions as promptly as practicable Contemplated Transactions, including, but not limited to (a) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions Contemplated Transactions, and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, Ordersorders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In additionparty, no party hereto shall take including the Required Consents, and (b) the preparation of any action after disclosure documents requested by Purchaser in order to facilitate the date hereof that could reasonably be expected to materially delay financing of any of 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 ClosingContemplated Transactions.
Appears in 1 contract
Samples: Investment and Purchase Agreement (Danielson Holding Corp)
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 each of Company Managers and Purchaser shall, and each other Main Seller Company shall cause the Subsidiaries to, use their respective best efforts, within their respective powers, 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 necessary (subject to Requirements of Lawapplicable laws) to satisfy the conditions to Closing set forth in Sections 7 and 8 and consummate the Closing and the other Transactions as promptly as practicable Contemplated Transactions, including, but not limited to (a) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions Contemplated Transactions, and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, Ordersorders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In additionpatty, no party hereto shall take including the Required Consents, and (b) the preparation of any action after xxxxlosure documents requested by Purchaser in order to facilitate the date hereof that could reasonably be expected to materially delay financing of any of 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 ClosingContemplated Transactions.
Appears in 1 contract
Samples: Investment and Purchase Agreement (Covanta Energy Corp)
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 each of Company Managers and Purchaser shall, and each other Main Seller Company shall cause the Subsidiaries to, use their respective best efforts, within their respective powers, 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 necessary (subject to Requirements of Lawapplicable laws) to satisfy the conditions to Closing set forth in Sections 7 and 8 and consummate the Closing and the other Transactions as promptly as practicable Contemplated Transactions, including, but not limited to (a) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the other Transactions Contemplated Transactions, and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, Ordersorders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In additionparty, no party hereto shall take including the Required Consents, and (b) the preparation of any action after disclosure documents requested by Xxxxxxxxx in order to facilitate the date hereof that could reasonably be expected to materially delay financing of any of 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 ClosingContemplated Transactions.
Appears in 1 contract
Samples: Investment and Purchase Agreement