Legal Conditions to Transaction. Seller, Parent and its Affiliates and Buyer shall take commercially reasonable actions necessary to comply promptly with all legal requirements which may be imposed on such party with respect to the transactions contemplated by this Agreement (which actions shall include, without limitation, filing and furnishing all information required under any antitrust or competition laws, if required), and in connection therewith shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon either of them or any of their Subsidiaries in connection with the transactions contemplated by this Agreement. Seller, Parent and its Affiliates and Buyer shall (i) take commercially reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other third party, required to be obtained or made by the Seller, Parent or its Affiliates for any of the conditions set forth in Article VI to be satisfied (any of the foregoing, an “Approval”) or the taking of any action required in furtherance thereof or otherwise contemplated thereby or by this Agreement, (ii) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Authority which may adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby or to take any action contemplated by any Approval until such time as such refusal to issue any Approval or any order or ruling has become final and non-appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Parent and its Affiliates or Buyer and its Affiliates shall be required to agree to waive any rights or to accept any limitation on its operations or to dispose of any material assets in connection with obtaining any such consent, authorization, order, Approval or exemption.
Legal Conditions to Transaction. Subject to the terms and conditions of this Agreement, each of Purchaser, Parent and Seller shall use its reasonable best efforts: (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such parties or their respective Subsidiaries with respect to the transactions contemplated by this Agreement and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Purchaser, Parent or Seller, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement, provided, however, that none of Parent, Seller nor Purchaser shall be required to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order or approval or exemption is likely, in the reasonable, good faith opinion of such party's Board of Directors, to result in the imposition of a Burdensome Condition.
Legal Conditions to Transaction. Reasonable Efforts JO and HEN shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of JO Subsidiaries in connection with the Xxxxxxxxxxx.XX and HEN will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by JO or HEN in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.
Legal Conditions to Transaction. Each of the parties will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to the transactions contemplated hereby and in connection with required approvals of or filings with any other governmental authorities and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their respective Affiliates. The Seller will take all reasonable actions necessary to obtain (and Transmedia will cooperate with the Seller in obtaining) any consent, authorization, order or approval of, or any exemption by, any governmental authority or other public or private third party required to be obtained or made by the Seller in connection with the transactions contemplated by this Agreement. By the Closing Date, the Seller shall use its best efforts to obtain and deliver to Transmedia: (i) all necessary consents to the assignment to Transmedia of the Assets and the Assigned Agreements; and (ii) any other consents that Transmedia may reasonably require. All such consents shall be in form and substance reasonably satisfactory to Transmedia and its counsel.
Legal Conditions to Transaction. Reasonable Efforts PV and HEN shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of PV Subsidiaries in connection with the Transaction. PV and HEN will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by PV or HEN in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.
Legal Conditions to Transaction. Each of Vaxis and Cellegy shall, and shall cause its subsidiaries to, use all reasonable efforts (a) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its subsidiaries with respect to the Transaction and the consummation of the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or any other public or private third party which is required to be obtained or made by such party or any of its subsidiaries in connection with the Transaction and the transactions contemplated by this Agreement. Each of Vaxis and Cellegy will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their subsidiaries in connection with the foregoing.
Legal Conditions to Transaction. Reasonable Efforts The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction. The parties will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.
Legal Conditions to Transaction. Subject to Section 4.17. each of Buyer and Seller will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to this transaction (which actions will include, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Authority) and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with this transaction. Each of Buyer and Seller will take all reasonable
Legal Conditions to Transaction. Subject to the terms and conditions of this Agreement, each of Buyer and the Company shall use its commercially reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to
Legal Conditions to Transaction. Subject to the terms and conditions of this Agreement, each of Buyer and the Company shall use its commercially reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such parties or their respective Affiliates with respect to the transactions contemplated by this Agreement and, subject to the conditions set forth in Article VI hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Buyer or the Company, or
