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 necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts 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 Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the proper officers and/or directors of Buyer, Lady Luck and the Surviving Corporation shall take all such necessary action.

Appears in 3 contracts

Samples: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Lady Luck Gaming Corp), Merger Agreement (Isle of Capri Casinos Inc)

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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 necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts 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 Effective Time Date any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and immunities, franchises of any of the parties to the Merger, the proper officers and/or directors of Buyer, Lady Luck Acquiror and the Surviving Corporation Company shall take all such necessary action.

Appears in 2 contracts

Samples: Merger Agreement (Mattel Inc /De/), Merger Agreement (Learning Co 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, without limitation, (i) using their respective reasonable best efforts 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 Effective Time Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Xxxxxx'x with full title to all properties, assets, rights, approvals, immunities and immunities, franchises of any of the parties to the MergerClosing, the proper officers and/or directors of Buyer, Lady Luck Xxxxxx'x and the Surviving Corporation particular Seller shall take all such necessary action and such individual Seller shall bear the cost of any such necessary action; PROVIDED, that if such action is necessary due to events or circumstances particular to Xxxxxx'x, Xxxxxx'x shall bear the cost of such action.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harrahs Entertainment 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 necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts 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 Effective Time Date any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and immunities, franchises of any of the parties to the Merger, the proper officers and/or directors of BuyerHarrah's, Lady Luck Showboat and the Surviving Corporation Survixxxx Xxxporation shall take all such necessary action.

Appears in 1 contract

Samples: Merger Agreement (Showboat 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 Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts 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, Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement. (b) In case at any time after the Effective Time Speakeasy Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Buyer with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the MergerHorseshoe Property, the proper officers and/or directors of Buyer, Lady Luck Buyer and the Surviving Corporation Seller shall take all such necessary actionaction (including executing and delivering further notices, assumptions, releases and acquisitions).

Appears in 1 contract

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

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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 necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts 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 Effective Time Date any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and immunities, franchises of any of the parties to the Merger, the proper officers and/or directors of Buyer, Lady Luck Company and the Surviving Corporation shall take all such necessary action.

Appears in 1 contract

Samples: Merger Agreement (Unisource Energy Corp)

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 necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts 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 Effective Time Date any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and immunities, franchises of any of the parties to the Merger, the proper officers and/or directors of BuyerXxxxxx'x, Lady Luck Showboat and the Surviving Corporation shall take all such necessary action.

Appears in 1 contract

Samples: Merger Agreement (Harrahs Entertainment Inc)

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