Common use of Further Action; Reasonable Efforts Clause in Contracts

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities, make all filings and required submissions with Governmental Entities, including foreign filings and submissions, and obtain all consents and approvals from parties to Contracts with the parties hereto or their respective Subsidiaries as are necessary for the consummation of the Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable efforts to take all such action. (b) Each party to this Agreement and their respective Subsidiaries shall use its commercially reasonable efforts not to take any action, or enter into any transaction, which would result in a breach of any representation, warranty, covenant or agreement made by such party in this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (HMC Acquisition Corp /De/), Merger Agreement (Heritage Media Corp), Merger Agreement (New World Communications Group Inc)

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Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities, make all filings and required submissions with Governmental Entities, including foreign filings and submissions, and obtain all consents and approvals from parties to Contracts with the parties hereto to this Agreement or their respective Subsidiaries as are necessary for the consummation of the Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party the parties to this Agreement or their respective Subsidiaries shall use their reasonable efforts to take all such action. (b) Each party of the parties to this Agreement and their respective Subsidiaries shall use its commercially reasonable efforts not to take any action, or enter into any transaction, which would result in a breach of any representation, warranty, covenant or agreement made by such party in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (New World Communications Group Inc)

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Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use commercially reasonable efforts to (i) promptly make its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the transactions contemplated hereby, and (ii) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the TransactionsTransactions in the most expeditious manner practicable, including, without limitation, including using commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities, make making all filings and required submissions with Governmental Entities, including foreign filings and submissions, and obtain obtaining all consents and approvals from parties Third Parties to Contracts with the parties hereto or Company and Parent and their respective Subsidiaries as are necessary for the consummation of the TransactionsMerger and the other Transactions and defending any lawsuit or legal challenges, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby. In case at any time after the Effective Time any further other action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable efforts to take all such action. (b) Each Without limiting any covenant or agreement herein, each party to this Agreement and their respective Subsidiaries shall use its commercially reasonable commercial efforts not to take any action, or enter into any transaction, which would result in a breach of any representation, warranty, covenant or agreement made by such party in this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Usani LLC)

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