Ensure Conditions Met. Subject to the terms and conditions of this Agreement, each party hereto shall use all reasonable commercial efforts to take or cause to be taken all actions and do or cause to be done all things required under applicable Legal Requirements in order to consummate the transactions contemplated hereby, including, without limitation, (i) obtaining all Permits, authorizations, consents and approvals of any Governmental Authority or other person which are required for or in connection with the consummation of the transactions contemplated hereby and by the Collateral Agreements, (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to each party's obligations hereunder as set forth in Article VI, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing.
Ensure Conditions Met. (A) Subject to the terms and conditions of this Agreement, each party hereto shall use all reasonable commercial efforts to take or cause to be taken all actions and do or cause to be done all things required under applicable Legal Requirements in order to consummate the transactions contemplated hereby, including, without limitation, (i) obtaining all Permits, authorizations, consents and approvals of any Governmental Authority or other person which are required for or in connection with Buyer’s conduct of the Business (as currently conducted by the Company) subsequent to (x) Closing or (y) the consummation of the transactions contemplated hereby and by the Collateral Agreements or (z) both, (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to each party’s obligations hereunder as set forth in Section 12, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing.
Ensure Conditions Met. Subject to the terms and conditions of this Agreement, each party hereto shall severally use all reasonable commercial efforts to take or cause to be taken all actions and do or cause to be done all things required under applicable Legal Requirements in order to consummate the transactions contemplated hereby, including, without limitation, (i) obtaining all Permits, authorizations, consents and approvals of any Governmental Authority or other Person which are required for or in connection with the consummation of the transactions contemplated hereby and by the Collateral Agreements, (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to each party’s obligations hereunder as set forth in Article VI, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing; provided, however, that nothing in this Section 5.5 shall require any party to (x) divest to others or hold separate any of its assets or businesses or (y) pay any monies or incur any material liability that is not contemplated by a Contract or Legal Requirement that is currently in existence.
Ensure Conditions Met. Subject to the terms and conditions of this Agreement, each party hereto shall use all reasonable commercial efforts to take or cause to be taken all actions and do or cause to be done all things required under applicable Legal Requirements in order to consummate the transactions contemplated hereby, including, without limitation, (i) obtaining all Permits, authorizations, consents and approvals of any Governmental Authority or other person which are required for or in connection with the consummation of the transactions contemplated hereby and by the Collateral Agreements, (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to such party's obligations hereunder as set forth in Article VI, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing. The parties hereto specifically agree to promptly prepare and file their respective Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Xxx"), xx xxxxxxance with applicable law. Each of the parties hereto shall furnish to the others such information and assistance as any other party may reasonably request in connection with the preparation of any such HSR Act filings or submissions and provide the others with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Buyer shall pay any required HSR Act filing fee in connection with its filing; provided, however, that if the Closing does not occur as a result of the non-satisfaction of a condition set forth in Section 6.02 below, the Sellers shall promptly reimburse the Buyer for one-half of the HSR Act filing fee upon notification from the Buyer of its intention not to consummate the Closing. Buyer and Sellers shall each request early termination of the waiting period under the HSR Act, and shall use diligent efforts to ensure that HSR Act approval is obtained as quickly as possible.
Ensure Conditions Met. The Seller shall use its best efforts to cause the conditions to Buyer's obligations at Closing to be satisfied on or before the Closing Date and shall specifically use its best efforts to cause to be assigned to Buyer the Assumed Contracts and any and all necessary Permits for the conduct of the Seller's business and shall cooperate with Buyer with regard to obtaining all such assignments.
Ensure Conditions Met. Each party hereto shall use all reasonable commercial efforts to take or cause to be taken all actions and do or cause to be done all things required under applicable Legal Requirements in order to consummate the transactions contemplated hereby, including, without limitation, (i) obtaining all Permits, authorizations, consents and approvals of any Governmental Authority or other person which are required for or in connection with the consummation of the transactions contemplated hereby and by the Collateral Agreements, including, without limitation, complying with any applicable provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("Xxxx-Xxxxx-Xxxxxx"), (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to such party's obligations hereunder as set forth in Article VI, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing.
Ensure Conditions Met. The Seller, the Company and Buyer shall use their best efforts to cause all conditions to Closing hereunder to be satisfied on or before the Closing Date and shall specifically use their mutual best efforts to cause to be assigned to Buyer any and all necessary Permits for the conduct of the Company's business and shall cooperate with Buyer with regard to obtaining all such Permits. 9
Ensure Conditions Met. Subject to the terms and conditions of this Agreement, each party hereto shall use all reasonable commercial efforts to take or cause to be taken all actions and do or cause to be done all things required under applicable legal requirements in order to consummate the transactions contemplated hereby, including, without limitation, (i) obtaining all permits, authorizations, consents and approvals of any governmental authority or other person which are required for or in connection with the consummation of the transactions contemplated hereby and by the Transaction Documents, (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to each party's obligations hereunder as set forth in Article VI, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing. Notwithstanding the foregoing, the Seller will provide final copies of all of the Schedules to this Agreement to the Buyer as soon as practicable and in no event later than ten (10) business days after the date hereof (such Schedules as they may be amended, supplemented or provided to the Buyer after execution of this Agreement, the "Post-Execution Schedules").
Ensure Conditions Met. Subject to the terms and conditions of this Agreement, each Party shall use commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things required under applicable Legal Requirements in order to consummate the transactions contemplated hereby, including (i) obtaining all Permits, authorizations, consents and approvals of any Governmental Authority or other Person which are required for or in connection with the consummation of the transactions contemplated hereby and by the Collateral Agreements, including with respect to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, if applicable, (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to each Party’s obligations hereunder as set forth in Article VII, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such Party on or prior to the Closing.
Ensure Conditions Met. Subject to the terms and conditions of this Agreement, each party hereto shall use all reasonable commercial efforts to take or cause to be taken all actions and do or cause to be done all things required under applicable Legal Requirements in order to consummate the transactions contemplated hereby, including, without limitation, (i) obtaining all Permits, authorizations, consents and approvals of the Nasdaq Stock Market, each Governmental Authority and each other person which are required for or in connection with the consummation of the transactions contemplated hereby and by the Collateral Agreements (including, but not limited to, any required consents of lessors under the Leases), (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to each party's obligations hereunder as set forth in Article VI, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the Closing.
