Common use of Legal Conditions to Transaction Clause in Contracts

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. Subject to the terms and conditions of this Agreement, each of PurchaserAlliance and HSBC shall, Parent and Seller HSBC shall cause Trust Company to, use its reasonable best efforts: 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 PurchaserAlliance, Parent HSBC or SellerTrust Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement, Agreement provided, however, that none of Parent, Seller neither HSBC nor Purchaser Alliance 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 ’s Board of Directors, to result in the imposition of a Burdensome Condition.

Legal Conditions to Transaction. Subject to the terms and conditions of this Agreement, each of PurchaserPurchaser and Seller shall, Parent and Seller shall cause Trust Company to, 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 Seller or SellerTrust Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement, provided, however, that none of Parent, neither 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 ’s Board of Directors, to result in the imposition of a Burdensome Condition.