Efforts to Consummate; Certain Governmental Matters. Upon the terms and subject to the conditions herein provided, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party hereto, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE or CANFITE in connection with the grant of the license to the Licensed Compounds and Licensed Products to EYEFITE or the taking of any action contemplated by this Agreement. Without limiting the generality of the undertakings pursuant to this Section 11.1, each of EYEFITE and CANFITE agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license of the Licensed Compounds and Licensed Products and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will keep the other parties reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a...
Efforts to Consummate; Certain Governmental Matters. (a) The Company and Buyer shall use their respective reasonable best efforts to obtain and to cooperate in obtaining the Regulatory Approvals and Third Party Consents. Each party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days after the date hereof, in which each party will request early termination of the HSR waiting period.
Efforts to Consummate; Certain Governmental Matters. (a) Griffon, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to obtain and to cooperate in obtaining any approvals required under Competition/Investment Law in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement and as required to consummate the transactions contemplated hereby. All HSR Act and all transaction notification fees and other filing fees required by any other Competition/Investment Law shall be borne by Buyer and Seller equally (50/50). Each party hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days after the date hereof and shall make as promptly as practicable any other appropriate submissions that may be required under any other Competition/Investment Law. Each party hereto shall use its reasonable best efforts to cooperate with the other parties hereto in such other parties’ efforts to obtain any approvals required under Competition/Investment Law as are required in connection with the consummation of the transactions contemplated hereby and agrees that it shall not, and shall cause its Affiliates not to, willfully take any action or enter into any transaction that will have the effect of delaying, impairing or preventing the consummation of the transactions contemplated hereby.
Efforts to Consummate; Certain Governmental Matters. Upon the terms and subject to the conditions herein provided, each of the Parties agrees to use its reasonable best efforts to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license of the Licensed Compounds and Licensed Products and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the Parties hereto will furnish to the other Party’s counsel such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing and will keep the other Party reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 12.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade.
Efforts to Consummate; Certain Governmental Matters. (a) Paragon shall, and shall cause each of the Paragon Entities to, use its respective reasonable best efforts to obtain and to cooperate in obtaining or making any Governmental Authorization, notice or filing required to be obtained by Paragon or any of its Affiliates from, or to be given by Paragon or any of its Affiliates to, or made by Paragon with, any Governmental Entity or securities exchange or any other Person, as a result of execution and delivery of, or performance of any obligations under (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, including obtaining the Bankruptcy Court Approval and consummating the Paragon Plan, and no Party shall take any action that would be reasonably likely to prevent or materially delay the receipt of any of the foregoing.
Efforts to Consummate; Certain Governmental Matters. (a)Upon the terms and subject to the conditions herein provided (including Section 2.2), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party hereto, (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by Purchaser or any Divesting Entity in connection with the acquisition of the Purchased Assets or the taking of any action contemplated by this Agreement and (iv) to effect all registrations, filings and transfers (to the extent transferable) of Governmental Authorizations and Product Registrations necessary for the operation of the Business. Without limiting the generality of the undertakings pursuant to this Section 7.3(a), each Parent Divesting Entity and Purchaser agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws ("Governmental Antitrust Authority") information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the acquisition of the Purchased Assets and the other transactions contemplated by this Agreement.
Efforts to Consummate; Certain Governmental Matters. (a) Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Affiliates to, use their respective Reasonable Best Efforts to obtain and to cooperate in obtaining any Governmental Authorizations and Consents required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement. The parties will promptly make a filing under the HSR Act within ten (10) Business Days of the date hereof. The parties hereby agree to diligently pursue termination of the waiting periods under the HSR Act or any other Competition/Investment Law (including promptly responding to any requests for additional information). Each party shall use its Reasonable Best Efforts to cooperate with the other party in such other party’s efforts to obtain any Consents as are required in connection with the consummation of the transactions contemplated hereby. Notwithstanding the foregoing or anything else in this Agreement to the contrary, in no event (x) shall Buyer or any of its subsidiaries, Affiliates or Affiliates of its subsidiaries be required to dispose of any material assets (including material contractual rights) in order to comply with this Section 5.2 or any other Section of this Agreement, (y) shall the Buyer or any of its respective subsidiaries, Affiliates or Affiliates of its subsidiaries be required to agree to any condition with respect to its ownership and operation of its business, the Business or any other business and material assets which Buyer or any of its subsidiaries, Affiliates or Affiliates of its subsidiaries may have the right to acquire and (z) shall a party be required to share with another party such information as is customarily not provided by parties in connection with filing the relevant filing made under the HSR Act or other Competition/Investment Law.
Efforts to Consummate; Certain Governmental Matters. (a) CPE and Crackle shall use their commercially reasonable efforts to obtain and to cooperate in obtaining the third-party consents identified on Annex Q-1 hereto (the “Required Crackle Third Party Consents”), including with respect to each of the agreements listed on Annex Q-1 under the heading “Platform Distribution Agreements” consent to the assignment of such agreement and/or the extension of the term of such agreement through the date indicated thereon, as applicable; provided that in connection with obtaining the third-party consent for assignment and/or extension of any such platform distribution agreement, it may be necessary for Crackle to agree to amend certain terms and conditions in the applicable agreement; provided, further, that Crackle will use commercially reasonable efforts (but will not, under any circumstances, be obligated to pay any money or provide any other thing of value) to maintain the existing commercial terms of the applicable agreement and will promptly notify CSSE of any such proposed amendment. CSSE shall use its commercially reasonable efforts to obtain and to cooperate in obtaining the third-party consents identified on Annex Q-2 hereto (the “Required CSSE Third Party Consents”). Each party shall obtain the foregoing approvals and consents at its own cost and expense.
Efforts to Consummate; Certain Governmental Matters. From the date of this Agreement until the Closing:
Efforts to Consummate; Certain Governmental Matters. (a) The Company, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, use their respective commercially reasonable efforts to obtain and to cooperate in obtaining any Regulatory Approvals and Non-Governmental Consents required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement. In connection with and without limiting the foregoing, Buyer, Merger Sub and the Company shall as promptly as reasonably practicable, but in no event later than three (3) Business Days after the date hereof, duly file with the United States Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form required under the HSR Act, and shall take all necessary actions to seek early termination with respect thereto. The parties hereby agree to use commercially reasonable efforts to diligently pursue termination of the waiting periods under the HSR Act or any other Competition/Investment Law (including promptly responding to any requests for additional information). Each party shall use its commercially reasonable efforts to cooperate with the other party in such other party’s efforts to obtain any Non-Governmental Consents as are required in connection with the consummation of the transactions contemplated hereby.
