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Common use of Further Assurances and Actions Clause in Contracts

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the proper officers and/or directors of the Acquirors and Seller, and their respective Affiliates, as applicable, shall take all action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitions).

Appears in 2 contracts

Samples: Equity Purchase Agreement (Golden Entertainment, Inc.), Equity Purchase Agreement

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including including, without limitation, using its reasonable best efforts to (i) to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this AgreementAgreement or to vest Buyer with full title to the Shares, the proper officers and/or directors of the Acquirors Buyer and Seller, and their respective Affiliates, as applicable, Seller shall take all action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitions); provided, that if such action is necessary due to events or circumstances particular to Buyer, Buyer shall bear the cost of such action.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Penn National Gaming Inc), Securities Purchase Agreement (St Louis Riverboat Entertainment Inc)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, including to Section 7.4 above, each of the parties party hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws Legal Requirements and regulations to consummate and make effective the transactions contemplated by this Agreement, including including, without limitation, using its their respective commercially reasonable best efforts to (i) to obtain (a) all licenses, permits, consents, approvals, authorizations, qualifications Seller Permits and orders (b) consents of Governmental Entities and parties to Contracts with material to the operation of the Property, in each party hereto case as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In Subject to the limitations in this Agreement, in case at any time after the Closing any further reasonable action is necessary to carry out the purposes of this AgreementAgreement or to vest Purchaser with full title to the Property, the proper officers officers, directors, members, and/or directors managers of the Acquirors Purchaser and Seller, Seller and their respective Affiliates, Affiliates as applicable, shall take all action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitions), and each party shall bear its costs incurred in connection therewith (except to the extent such cost is allocated to such other party pursuant to this Agreement).

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Penn National Gaming Inc)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including including, without limitation, using its their respective reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the proper officers and/or directors of the Acquirors Buyer and Seller, and their respective Affiliates, Affiliates as applicable, shall take all action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitions).

Appears in 1 contract

Samples: Purchase Agreement (Ameristar Casinos Inc)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the proper officers and/or directors of Buyer and the Acquirors and SellerSellers, and their respective Affiliates, as applicable, shall take all action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases releases, agreements, licenses and acquisitions). (c) After the Closing, no Seller shall sign (or cause to be signed) or file (or cause to be filed) any Tax Return on behalf of any Purchased Company.

Appears in 1 contract

Samples: Interest Purchase Agreement (Station Casinos LLC)

Further Assurances and Actions. (a) Subject to the terms and conditions hereinof this Agreement (including Section 4.4(d)), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, Agreement and (ii) fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the proper officers and/or directors of the Acquirors Buyers and Sellerthe Sellers, and their respective Affiliates, as applicable, shall take all action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitions).

Appears in 1 contract

Samples: Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)

Further Assurances and Actions. (a) Subject to the terms and conditions hereinof this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the proper officers and/or directors of Buyers and the Acquirors and SellerSellers, and their respective Affiliates, as applicable, shall take all action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitions).

Appears in 1 contract

Samples: Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including including, without limitation, (i) using its their respective reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Contracts contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Speakeasy Closing any further action is necessary to carry out the purposes of this AgreementAgreement or to vest Buyer with full title to the Horseshoe Property, the proper officers and/or directors of the Acquirors Buyer and Seller, and their respective Affiliates, as applicable, Seller shall take all such necessary action reasonably necessary (including executing and delivering further affidavits, instruments, notices, assumptions, releases and acquisitions).

Appears in 1 contract

Samples: Purchase and Sale Agreement (MTR Gaming Group Inc)