Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. Subject to the terms and conditions herein provided, RELP and AIP shall: (a) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United States and the several states in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Merger; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP and the General Partner shall take all such necessary action.

Appears in 7 contracts

Samples: Merger Agreement (Usaa Income Properties Iii LTD Partnership), Merger Agreement (American Industrial Properties Reit Inc), Merger Agreement (American Industrial Properties Reit Inc)

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Filings; Other Action. Subject to the terms and conditions herein provided, RELP Seller and AIP Buyer shall: (a) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United States from, Governmental Entities and the several states any third parties in connection with the execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Merger, such consents to be in reasonably satisfactory form to Seller and Buyer; and (c) use all reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreementhereby. If, at any time after the Effective Time, any further action is reasonably necessary or desirable to carry out the purpose purposes of this Agreement, the proper officers officers, and directors of AIP Buyer and the General Partner Seller shall take all such necessary action.

Appears in 3 contracts

Samples: Merger Agreement (Great Hill Partners LLC), Merger Agreement (Ign Entertainment Inc), Merger Agreement (Ign Entertainment Inc)

Filings; Other Action. Subject to the terms and conditions herein provided, RELP the Company and AIP the Purchaser shall: (a) promptly make their respective filings, if necessary, and thereafter make any other required submissions under the HSR Act; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States and States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Merger; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP the Purchaser and the General Partner Company shall take all such necessary action.

Appears in 2 contracts

Samples: Merger Agreement (Extended Stay America Inc), Merger Agreement (Studio Plus Hotels Inc)

Filings; Other Action. Subject to the terms and conditions herein provided, RELP the Company and AIP the Purchaser shall: (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States and States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Merger; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP the Purchaser and the General Partner Company shall take all such necessary action.

Appears in 2 contracts

Samples: Merger Agreement (Alberto Culver Co), Merger Agreement (Spartech Corp)

Filings; Other Action. Subject to the terms and conditions herein provided, RELP and AIP each of the parties hereto shall: (a) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time Closing Date with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United States and the several states Closing Date from, Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Proposed Transactions and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP NAI, the Sellers and AIP the Buyer necessary to effectuate the Merger; Proposed Transactions, and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this AgreementProposed Transactions. If, at any time after the Effective TimeClosing Date, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP NAI, the Buyer and the General Partner Sellers shall take all such necessary action.

Appears in 2 contracts

Samples: Exchange Agreement (New America Network Inc), Exchange Agreement (Kranzco Realty Trust)

Filings; Other Action. Subject to the terms and conditions herein provided, RELP SnapGear and AIP CyberGuard shall: (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger, if applicable; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States and States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Merger; and (c) use all reasonable efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is reasonably necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP CyberGuard and the General Partner SnapGear shall take all such necessary action.

Appears in 1 contract

Samples: Merger Agreement (Cyberguard Corp)

Filings; Other Action. Subject to the terms and conditions herein provided, RELP and AIP each of the parties hereto shall: (a) use all reasonable best efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time Closing Date with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from Closing Date from, governmental or regulatory authorities of the United States and the several states entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Proposed Transactions and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable best efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP SQ Bank and AIP Bedford necessary to effectuate the Merger; Proposed Transactions, and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this AgreementProposed Transactions. If, at any time after the Effective TimeClosing Date, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP SQ Bank and the General Partner Bedford shall take all such necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Bedford Holdings Inc)

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Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, RELP and AIP shallthe parties will: (a) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States and States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable efforts to obtain in writing any consents , including the Proxy Statement and information required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Mergerby Schedule 13E-3; and (cb) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP and the General Partner shall parties will take all such necessary action.

Appears in 1 contract

Samples: Merger Agreement (Seaman Furniture Co Inc)

Filings; Other Action. Subject to the terms and conditions herein provided, RELP QDI and AIP United shall: (ai) promptly make their respective filings and thereafter make any other required submissions to the SEC with respect to the Merger if required; (ii) use all reasonable efforts to cooperate with one another in (ia) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States and States, the several states states, and other jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (iib) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; and (biii) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Merger; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP United and the General Partner QDI shall use best efforts to take all such necessary action.

Appears in 1 contract

Samples: Merger Agreement (United Trading Com)

Filings; Other Action. Subject to the terms and conditions herein provided, RELP OPC and AIP USPI shall: (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States and States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Merger; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is reasonably necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP USPI and the General Partner OPC shall take all such necessary action.

Appears in 1 contract

Samples: Merger Agreement (United Surgical Partners International Inc)

Filings; Other Action. Subject to the terms and conditions herein provided, RELP Agents and AIP Saratoga shall: (ai) promptly make their respective filings and thereafter make any other required submissions to the SEC with respect to the Share Exchange if required; (ii) use all reasonable efforts to cooperate with one another in (ia) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, 23 permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States and States, the several states states, and other jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (iib) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; and (biii) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to RELP and AIP necessary to effectuate the Merger; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of AIP Saratoga and the General Partner Agents shall use best efforts to take all such necessary action.

Appears in 1 contract

Samples: Plan of Reorganization and Share Exchange Agreement (Saratoga International Holdings Corp)

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