Efforts of the Parties Sample Clauses
Efforts of the Parties. (a) Subject to the terms and conditions set forth in this Agreement, each of Seller and Buyer, except where greater efforts or outright non-efforts based obligations are expressly required by the terms of this Agreement, shall use 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 under applicable Laws to consummate and make effective the Acquisition as promptly as practicable and in any event on or before the End Date, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Acquisition (which actions shall include furnishing all information required by applicable Law in connection with approvals of, clearances or consents from or filings with any Governmental Authority), (ii) to obtain any consent, authorization (including any Governmental Authorization and related bond, letter of credit or other financial assurance), Order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Buyer or any Seller Affiliate in connection with the Acquisition or the taking of any related action contemplated by this Agreement, and (iii) to promptly effect all necessary registrations and filings with Governmental Authorities.
(b) Without limiting Section 2.1(f) or Section 7.3(a), Buyer and Seller shall cooperate and shall cause their Affiliates to cooperate using their respective commercially reasonable efforts to transfer, renew, obtain, or to cause to be transferred, renewed or obtained, prior to the Closing or as soon as practicable thereafter, all Governmental Authorizations required under Environmental Law and necessary for Buyer to own or operate the Business or the Transferred Assets (“Environmental Permits”). During the period commencing on the date hereof and continuing for a reasonable amount of time hereafter to achieve such transfer or obtainment (i) each of Buyer, the Buyer Assignees and the Seller Affiliates shall provide or cause to be provided to the other parties all commercially reasonable assistance as is reasonably requested in connection with transferring, renewing or obtaining (and/or terminating, if required by Law or Environmental Law) any such Environmental Permits and (ii) if any Environmental Permits are not transferred or obtained prior to the Closing, Buyer, the Buyer Assignees and the Seller Affiliates sha...
Efforts of the Parties. Each of CuraGen and TopoTarget shall, and shall cause their respective Affiliates to do, or cause to be done, all things necessary to consummate the transactions contemplated hereby and by the Transaction Documents (save as otherwise provided herein).
Efforts of the Parties. (1) The parties agree to cooperate with each other pursuant to this Agreement.
Efforts of the Parties. (a) Subject to the terms and conditions of this Agreement, including Section 6.1(b) and Section 6.2, and the Midstream Contribution Agreement in the case of the Midstream Contribution, the Parties shall, as promptly as reasonably practicable, use reasonable best efforts to take, or cause to be taken, all action and do, or cause to be done, all things necessary under applicable Laws or otherwise proper and advisable to consummate and make effective the Contemplated Transactions and the Midstream Contribution.
(b) The Parties shall give notices to and use reasonable best efforts to obtain any consent, authorization or approval of any private third party (other than any Governmental Authority) that may be or become necessary in connection with this Agreement or the Midstream Contribution Agreement and the performance of its obligations pursuant to this Agreement or the Midstream Contribution Agreement.
Efforts of the Parties. (a) Subject to the terms and conditions herein provided, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser and the Journal Register Parties (i) diligently shall take, and cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information reasonably required, and otherwise use reasonable best efforts to obtain promptly all necessary clearances from the U.S. Department of Justice, the Federal Trade Commission, any applicable state agencies, any other governmental entity (each a "REGULATORY ENTITY") of the transactions contemplated by this Agreement and (ii) shall defend through litigation on the merits any antitrust, trade regulation or competition claim asserted in any court by any Regulatory Entity, including, but not limited to, defending against any request for, or seeking to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay consummation of the transactions contemplated by this Agreement. The foregoing shall not be deemed to require Purchaser to enter into any agreement, consent decree or other commitment requiring Purchaser or any of its affiliates to divest or hold separate or to take any other action that would have a material adverse effect upon the financial condition, business or operations of Purchaser after giving effect to the transactions contemplated herein or the financial condition, business or operations of St. Louis Post Dispatch LLC.
(b) The Purchaser and Journal Register shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining consents of any Regulatory Entity, including, without limitation: (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any Regulatory Entity with respect to the transactions contemplated by this Agreement, (ii) permitting the other party to review and discuss in advance, and considering in good faith the views of one another in connection with, any proposed written (or any materia...
Efforts of the Parties. The parties hereto hereby agree to use commercially reasonable good faith efforts to cause each of the conditions precedent to the respective obligations of the parties to be fully satisfied, performed and discharged, on and as of the Closing Date (to the extent within such party’s control or ability to influence).
Efforts of the Parties. On the terms and subject to the conditions of this Agreement, each Party shall use its reasonable best efforts to cause the Closing to occur, including taking all reasonable actions necessary to comply promptly with all applicable laws that may be imposed on it or any of its Affiliates with respect to the Closing. In addition, prior to the Closing, each Seller shall use its reasonable best efforts to obtain, and cooperate in obtaining, at the Sellers’ expense, all consents, approvals and authorizations from third parties necessary or appropriate to permit the consummation of the Transactions, including those required to be set forth in Section 2(k) of the Disclosure Schedules; provided, however, that each Party shall cooperate with the other Parties to this Agreement in obtaining all consents, approvals and authorizations. Each such consent, approval and authorization so obtained shall remain in full force and effect through the Closing Date.
Efforts of the Parties. The Parties agree to each use their reasonable efforts to negotiate, execute and deliver the EOG Amendment within 365 days of the Closing Date; provided, that, unless otherwise agreed, Buyers shall be responsible for all direct interactions with EOG on the subject matter hereof and Seller shall not directly communicate with EOG in respect of the subject matter hereof unless and to the extent reasonably requested by Buyers. Further, from and after the receipt of the signed EOG Amendment from EOG, Buyers agree to use their reasonable efforts to prepare and file such applications and information with the State Engineer as may be needed to receive the Future J-11 Lease within 365 days of the Closing Date.
Efforts of the Parties. The parties hereto hereby agree to use commercially reasonable good faith efforts to cause each of the conditions precedent to the obligations of the parties to be fully satisfied, performed and discharged, on and as of the Closing Date (to the extent within such party’s control or ability to influence). Seller’s obligation to use good faith commercially reasonable efforts with respect to those deliverables constituting conditions precedent which cannot be satisfied by Seller due to limitations on Seller’s authority under the Organizational Documents or applicable law shall only be deemed to require Seller to use such efforts to cause Hotel Owner (to the extent Seller is legally able) to provide reasonable cooperation and assistance to Purchaser in connection with obtaining the Required Consents and the Replacement Debt, provided that such requested cooperation and assistance does not unreasonably interfere with the ongoing business of Hotel Owner. In any case, nothing herein shall require, or be deemed to require, Seller to incur any liability, commence any litigation or other extraordinary action or incur any out-of-pocket expense, other than de-minimis expenses, to satisfy Seller’s obligations under this Section.
Efforts of the Parties. Both parties shall use commercially reasonable efforts in carrying out their roles. The foregoing notwithstanding, the parties acknowledge that no assurance can be given that the Products can be developed, or that, if developed, such Products will have commercial utility or that FDA regulatory approval can be obtained.