Necessary Efforts. (a) Each of Seller and Purchaser shall use reasonable best efforts to: (i) take, or cause to be taken, all appropriate actions and do, or cause to be done, and to assist and cooperate with the other parties hereto and their respective Affiliates in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable; (ii) obtain from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Seller or Purchaser or any of their respective Subsidiaries, or to avoid any Proceeding by any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein; and (iii) as promptly as reasonably practicable (and in any event within 10 Business Days after the date hereof with respect to the HSR Act), make all necessary registrations, declarations, submissions and filings, and thereafter make any other required registrations, declarations, submissions and filings, and pay any fees due in connection therewith, with respect to this Agreement and the transactions contemplated by this Agreement required under the Exchange Act, any other applicable federal or state securities laws, the HSR Act, any applicable Competition Laws, and any other applicable Law; provided that the Parties shall cooperate with each other in connection with (x) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of the transactions contemplated by this Agreement and (y) seeking any such actions, consents, approvals or waivers or making any such filings. The Parties shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, nothing in this Section 5.3(a) shall require or obligate (i) Seller or any of its Affiliates to take any action pursuant to the Merger Agreement or with respect to or in connection with the transactions contemplated thereby, (ii) either Party to perform, satisfy or discharge any obligations of any other Party under this Agreement or otherwise or (iii) Seller or any of its Affiliates to expend any money oth...
Necessary Efforts. The Parties agree that each will fulfill and undertake its obligations under this Agreement including, without limitation, taking all actions in executing and delivering all documents as are reasonably necessary to effectuate the terms of this Agreement.
Necessary Efforts. (a) Subject to the terms and conditions of this Agreement and to applicable Law, Seller and Buyer agree, and Seller agrees to cause its Subsidiaries, to use their respective commercially reasonable efforts to take, or cause to be taken, all actions and to use their respective commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and to use their respective commercially reasonable efforts to cause the conditions to each Party’s obligation to close the Transactions as set forth in Article 7 to be satisfied as promptly as practicable, including using their respective commercially reasonable efforts to take all actions necessary (i) to obtain all Consents, licenses, certificates, permits, approvals, clearances, expirations, consents, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders of any Governmental Authority (each, a “Governmental Consent”) or other Persons, including with respect to any Assumed Contracts, required in connection with the consummation of the Transactions, except, in the case of a Consent of a Person other than a Governmental Authority, as requested by Bxxxx (it being understood that the failure to obtain any such Consents contemplated by this Section 6.3 shall not, by itself, cause the conditions set forth in Section 7.2(b) or Section 7.3(b) to be deemed not to be satisfied), (ii) to effect all such necessary registrations and filings with the Governmental Authorities in order to consummate and make effective the Purchase Transactions and the other Transactions and (iii) to comply with all requirements under applicable Law that may be imposed on it with respect to this Agreement and the Purchase Transactions.
Necessary Efforts. (a) The Parties shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Transactions and to use their respective commercially reasonable efforts to cause the conditions to each Party’s obligation to close the Transactions as set forth in ARTICLE III to be satisfied, including using commercially reasonable efforts (i) to obtain all consents and all waivers required for the satisfaction of the condition set forth in Section 3.2(e), necessary in connection with the consummation of the Transactions, and (ii) to transfer or terminate (as applicable) the Permits identified on Schedule 2.8(b)(ii)(F) and, in the case of such Permits to be terminated, to obtain replacement Permits for Buyer (it being understood that (A) such commercially reasonable efforts shall include executing and delivering all documents, certificates, applications and filings reasonably necessary for the transfer, termination or replacement of such Permits and (B) the transfer, termination and replacement of such Permits may be completed after Closing). Notwithstanding anything to the contrary contained herein, neither Parent nor any of Sellers shall be obligated to pay any consideration to any third party from whom consent or approval is requested.
Necessary Efforts. (a) The Parties shall, and shall cause their respective Subsidiaries to, use their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Transactions and to use their respective reasonable best efforts to cause the conditions to each Party’s obligation to close the Transactions as set forth in Article III to be satisfied, including using commercially reasonable best efforts to obtain all consents and all waivers or terminations of applicable waiting periods required for the satisfaction of the conditions set forth in Section 3.1(e) and Section 3.2(c), and the consents set forth on Schedule 6.3(a) necessary in connection with the consummation of the Transactions.
Necessary Efforts. Subject to the other terms and conditions of this Agreement, Seller and Purchaser agree to use their respective reasonable best efforts to take, or cause to be taken, all actions 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 the Transaction Documents and to use their respective reasonable best efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including all actions necessary to obtain (a) all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b), and (b) all other Consents of any Person (including all required Consents under Transferred Contracts), necessary or desirable in connection with the consummation of the transactions contemplated by the Transaction Documents, it being understood that (i) neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or immaterial administrative or legal costs or expenses, and (ii) the prior written consent of Purchaser shall be required with respect to any amendment, waiver or modification to any Transferred Contract for the purpose of obtaining any such Consent that is adverse to Purchaser or the Acquired Business. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.
