Further Assurances; Commercially Reasonable Efforts. Except as otherwise provided in this Agreement, prior to the Effective Time, the parties hereto shall use their commercially reasonable efforts to take, or cause to be taken, all such actions as may be necessary or appropriate in order to effectuate, as expeditiously as practicable, the Merger and the other Transactions on the terms and subject to the conditions set forth in this Agreement.
Further Assurances; Commercially Reasonable Efforts. From and after the execution date of this Agreement, upon the terms and subject to the conditions hereof, each of the Parties shall use its commercially reasonable efforts to (a) 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 Law to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as promptly as practicable (but in any event before a termination of this Agreement) and (b) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby and thereby, or seek to have lifted or rescinded any Restraint or other order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement or the other Transaction Documents. Without limiting the foregoing but subject to the other terms of this Agreement, the Parties agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents. Notwithstanding the foregoing, nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.
Further Assurances; Commercially Reasonable Efforts. (a) Subject to the terms and conditions in this Agreement and to applicable legal requirements, each of the Company, the Parent, and the Purchaser shall, and shall cause their respective subsidiaries to, cooperate and use its commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, in the case of the Company, consistent with the fiduciary duties of the Company’s Board of Directors (as provided in Section 1.02(a)), and to assist and cooperate with the other parties in doing, as promptly as practicable, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement.
(b) If at any time prior to the Effective Time any event or circumstance relating to any of the Company, the Parent, or the Purchaser, or any of their respective subsidiaries, should be discovered by the Company, the Parent, or the Purchaser, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. Subject to the terms and conditions of this Agreement and to applicable legal requirements, if at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including the execution of additional instruments, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action.
(c) Each of the parties agrees to cooperate with each other in taking, or causing to take, at the direction of the Parent, all actions necessary to delist the Shares from the Nasdaq National Market, provided that such delisting shall not be effective until after the Effective Time.
Further Assurances; Commercially Reasonable Efforts. Except as otherwise provided in this Agreement, prior to the Effective Time, each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective subsidiaries and affiliates to use) their respective commercially reasonable efforts to take, or cause to be taken, all such actions as may be necessary or appropriate in order to effectuate, as expeditiously as practicable, the Merger and the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents. Without limiting the foregoing, the Company shall cause to be terminated prior to the Effective Time the UCC-1 financing statements set forth in Section 3.23 of the Company Disclosure Schedule.
Further Assurances; Commercially Reasonable Efforts. At the Closing and thereafter, the Parties agree to promptly execute or deliver all such further assignments, bills of sale, endorsements, and other documents (in form and substance reasonably satisfactory to the Parties) and take such other action, as the other Party may reasonably request in order to (a) vest title to and possession of the Purchased Interests, (b) perfect and record, if necessary, the sale, assignment, conveyance, transfer, or delivery of the Purchased Interests, and (c) otherwise carry out or evidence the terms of this Agreement. In addition, Seller and Purchaser shall cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action to consummate the Transactions and to otherwise fulfill the conditions set forth in Section 7.1, Section 7.3 and Section 7.4. The Obligations of this Section 6.5 shall survive the Closing.
Further Assurances; Commercially Reasonable Efforts. The parties shall cooperate reasonably with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement and shall: (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions contemplated herein. If at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement or the other Operative Documents, each party to this Agreement shall use commercially reasonable efforts to promptly take all such action.
Further Assurances; Commercially Reasonable Efforts. At the Closing and thereafter, the Parties agree to promptly execute and/or deliver all such further assignments, bills of sale, endorsements, and other documents (in form and substance reasonably satisfactory to the Parties) and take such other action, as the other Party may reasonably request in order to (a) vest title to and possession of the Acquired Assets, (b) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and/or delivery of the Acquired Assets, and (c) otherwise carry out or evidence the terms of this Agreement (including obtaining execution of Memoranda of Lease by lessors of the Acquired Leases if applicable). Purchaser shall be solely responsible for any and all costs related to the transfer/assignment of any Acquired Asset, Acquired Contract or Acquired Lease. In addition, Seller and Purchaser shall cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action to consummate the Transactions and to otherwise fulfill the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 of this Agreement. The obligations of this Section 6.5 shall survive the Closing.
Further Assurances; Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at any Party’s request and without further consideration, the other Party shall (and in the case of Summit MLP, Summit MLP shall and shall cause such Acquired Company, OpCo or OpCo General Partner to) execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as such Party may reasonably request in order to consummate the transactions contemplated by this Agreement, including, without limitation, the use of commercially reasonable efforts to complete the projects identified on Schedule 1.2 in accordance with the timelines set forth therein. Each Party will use its commercially reasonable efforts to take or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Law or otherwise to consummate the Closing and the payment of the Remaining Consideration.
Further Assurances; Commercially Reasonable Efforts. Except as otherwise provided in this Agreement, from the date of this Agreement until the earlier of the termination of this Agreement pursuant to Article 7 or the Effective Time, each of the parties hereto shall cooperate with the other parties and use (and shall cause its subsidiaries and affiliates to use) commercially reasonable efforts to take, or cause to be taken, all such actions, and to do, or cause to be done, all such things as may be necessary or appropriate in order to effectuate, as expeditiously as practicable, the Merger and the Transactions, including causing the conditions to the Merger set forth in Article 6 to be satisfied. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent fee, “profit sharing” payment or other consideration (including increased rent or other payments), or to provide any additional security (including a guaranty), to obtain the consent of any third party under any Contract.
Further Assurances; Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at any Party’s request and without further consideration, the other Party shall (and in the case of Summit MLP, Summit MLP shall and shall cause such Acquired Company to) execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as such Party may reasonably request in order to consummate the transactions contemplated by this Agreement. Each Party will use its commercially reasonable efforts to take or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Law or otherwise to consummate the Closing.
