Efforts to Consummate Transactions. Subject to the terms and conditions of this Agreement, each of the Seller and the Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable law to consummate the transactions contemplated by this Agreement. Each of the Buyer and the Seller agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement.
Efforts to Consummate Transactions. Subject to the terms and conditions of this Agreement, each of Cibus, the Seller Representative and the Sellers will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable law to consummate the transactions contemplated by this Agreement. Each of the Sellers, the Seller Representative and Cibus agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement.
Efforts to Consummate Transactions. Subject to the terms and conditions of this Agreement, each of the Company (on its behalf and on the Target’s behalf) and the Buyer will use its commercially reasonable efforts prior to the Closing to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable law to consummate the transactions contemplated by the Transaction Agreements. Each of the Buyer and the Company agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement.
Efforts to Consummate Transactions. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable commercial efforts to take, or to cause to be taken, all reasonable actions and to do, or to cause to be done, all reasonable things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the Transactions contemplated hereby, including the satisfaction of all conditions thereto set forth herein. Such actions shall include, without limitation, exerting their reasonable efforts to obtain the consents, authorizations and approvals of all private parties and governmental authorities whose consent is reasonably necessary to effectuate the Transactions contemplated hereby, and effecting all other necessary registrations and filings, including but not limited to filings under Laws relating to the transfer or obtaining of necessary Licenses, under the HSR Act and all other necessary filings with governmental authorities. The foregoing notwithstanding, it shall be the responsibility of Buyer to use its reasonable commercial efforts and to act diligently and at its expense to obtain any authorizations, approvals and consents in connection with acquiring Licenses and program participations that will permit it to operate the Facilities after the Closing, provided that Buyer will seek to obtain Licenses and program participations subject to the existing conditions under which the Subsidiaries operate the Facilities and will not seek to change the same until the Transferred Assets and Assumed Liabilities respecting the Facilities in question have been transferred to and assumed by Buyer. Subject to Sections 2.6(a) and 5.5, neither party shall have any liability to the other if, after using its reasonable commercial efforts (and, in the case of Buyer's efforts to obtain requisite Licenses, acting diligently), it is unable to obtain any consents, authorizations or approvals necessary for such party to consummate the Transactions. As used herein, the terms "reasonable commercial efforts" or "reasonable efforts" do not include the provision of any consideration to any third party or the suffering of any economic detriment to a party's ongoing operations for the procurement of any such consent, authorization or approval except for the costs of gathering and supplying data or other information or making any filings, fees and expenses of counsel and consultants and for customary fees and charges of gover...
Efforts to Consummate Transactions. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts consistent with applicable legal requirements to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable to bring about the satisfaction as soon as practicable of all conditions contained in Section IV and to consummate, implement and make effective the transactions contemplated by this Agreement.
Efforts to Consummate Transactions. Purchaser shall take all reasonable action and do all things reasonably necessary or advisable in order to consummate the transactions contemplated by this Agreement and the Operative Agreements.
Efforts to Consummate Transactions. Subject to the terms and conditions of this Agreement, the Seller will use its Commercially Reasonable Efforts and the Buyer will use its commercially reasonable efforts prior to the Closing to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable law to consummate the transactions contemplated by this Agreement and the Transaction Documents. Each of the Buyer and the Seller agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and valid right, title, and interest in and to the Revenue Participation Right, which is, as of the Closing, free and clear of all Liens, except for (a) Lxxxx created in favor of Buyer on or after the Closing pursuant to the Note Purchase Agreement, and (b) liens for taxes or other government charges arising by operation of law in the ordinary course of business for sums which are not yet due and payable.
Efforts to Consummate Transactions. The Parties shall use commercially reasonable efforts to seek and obtain any other consents and approvals, prepare and file any other required filings, and take any other actions and complete such other tasks, as may be reasonably required or necessary in connection with the consummation of the Transactions. Without limiting the foregoing: (a) Xxxxx or Buyer has performed or shall perform prior to the Closing Date the following: (i) Provide Federated with all information reasonably requested for preparation of materials for, and presentation to, the EJMMF Board in relation to the EJMMF Adoption, including information related to Xxxxx, Buyer and their Affiliates; (ii) Subject to the direction and approval of the EJMMF Board, after consultation with and review by Federated and counsel 13 Exhibit 10.1 Execution Copy to the independent EJMMF Trustees, draft and prepare for filing with the SEC the EJMMF Proxy, provided that Buyer or its counsel shall not respond to any SEC comments other than in the presence of or with the approval of the counsel of Federated and the independent EJMMF Trustees; and (iii) Provide information and otherwise use commercially reasonable efforts to facilitate the EJMMF Adoption. (b) Federated has performed or shall perform prior to the Closing Date the following: (i) Recommend to the EJMMF Board, and use commercially reasonable efforts to obtain, the requisite approvals of the EJMMF Board and the shareholders of the EJMMF with regard to the EJMMF Adoption; (ii) Provide reasonable assistance with the preparation of the EJMMF Proxy and shall use commercially reasonable efforts to seek to have the drafts of the EJMMF Proxy reviewed by counsel to the independent EJMMF Trustees within reasonable times after the delivery of such drafts to Federated and such counsel; and (iii) Reasonably cooperate with Buyer and counsel to the independent EJMMF Trustees in reviewing and responding to comments of the SEC on the EJMMF Proxy and furnish or make available to Buyer information relating to itself, Passport and the EJMMF required by applicable law, rule or regulation to be set forth in the EJMMF Proxy. 3.
Efforts to Consummate Transactions. Subject to the terms and conditions of this Agreement, each of the Seller and the Buyer will use its commercially reasonable efforts prior to the Closing to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable law to consummate the Closing. Each of the Buyer and the Seller agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the purchase and sale of the Revenue Participation and Milestone Right.
Efforts to Consummate Transactions. Subject to the terms and conditions of this Agreement, the Seller, each Buyer (including the RA Buyer Representative in its capacity as such) and the BVF Buyer Representative shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable law to consummate the transactions contemplated by this Agreement. The Seller, each Buyer (including the RA Buyer Representative in its capacity as such) and the BVF Buyer Representative agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement.
