Preparation for Closing. The Buyer on the one hand and the Company and the Sellers on the other hand will each use all reasonable best efforts to bring about the fulfillment of each of the conditions precedent to the obligations of the other set forth in this Agreement, subject to the following:
Preparation for Closing. Subject to the terms and conditions hereof, each of the Company and the Buyer agrees to use its reasonable best 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 Legal Requirements to consummate the Transactions as promptly as practicable, including preparing and filing as promptly as practicable with the applicable Governmental Authorities all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Transactions. In furtherance (and not in limitation) of the foregoing:
Preparation for Closing. Each party will use its reasonable best efforts to bring about the fulfillment of each of the conditions precedent to the obligations of the other parties hereto set forth in this Agreement.
Preparation for Closing. Each of the Parties will use commercially reasonable efforts to take all actions necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including the satisfaction, but not the waiver, of the conditions precedent set forth in Section 7) and the other Transaction Agreements.
Preparation for Closing. Each party will use all commercially reasonable efforts to bring about the fulfillment of each of the conditions precedent set forth in this Agreement and to consummate the transactions contemplated in the Recitals.
Preparation for Closing. Subject to the terms and conditions hereof, each of the parties agrees to use its reasonable best 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 Laws to consummate the Contemplated Transactions as promptly as practicable, including preparing and filing as promptly as practicable with the applicable Governmental Authorities all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Contemplated Transactions. In furtherance (and not in limitation) of the foregoing:
Preparation for Closing. Buyer shall maintain at all times sufficient liquid assets to close, will not take or fail to take any action that renders him unable to close, and shall work diligently toward closing as expeditiously as possible.
Preparation for Closing. Each of the parties hereto agrees to use all commercially reasonable efforts to bring about the fulfillment of the conditions precedent contained in this Agreement.
Preparation for Closing. Each party hereto shall use its best efforts to assist the other to apply for and obtain any such permits, licenses, authorization, and approvals required by the other party under applicable federal, state, and local law in order to sell/purchase the Assets and operate the Facilities as contemplated hereby, and complete this transaction. Seller and Purchaser shall use their best efforts to bring about the fulfillment of each of the conditions precedent to the obligations of the other party set forth in this Agreement.
Preparation for Closing. 5.3.1. The parties hereto hereby agree to use their respective reasonable best efforts to bring about the fulfillment of the conditions precedent contained in this Agreement and to consummate the Contemplated Transactions as promptly as practicable; provided, however, that the foregoing shall not require any party to waive any condition precedent to its obligations hereunder.
5.3.2. Prior to the Closing, the parties hereto shall, and shall cause their respective Subsidiaries and Affiliates to, use their respective reasonable best efforts to obtain, and to cooperate in obtaining, all consents from landlords or lessors that are listed on Schedule 5.3.2; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any Liability in favor of) any landlord or lessor from whom any such consent may be required without the prior written consent of the Company and Buyer.
5.3.3. Prior to the Closing, the parties hereto shall, and shall cause their respective Subsidiaries and Affiliates to, use their respective reasonable best efforts to obtain, and to cooperate in obtaining, an estoppel certificate executed by the landlord under each of the Acquired Leases set forth on Schedule 5.3.3; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any Liability in favor of) any landlord or lessor from whom any such estoppels certificate may be requested without the prior written consent of the Company and Buyer.
5.3.4. Prior to the Closing, the parties hereto shall, and shall cause their respective Subsidiaries and Affiliates to, use their respective reasonable best efforts to obtain, and to cooperate in obtaining, a Landlord Release for each Acquired Theater set forth on Schedule 5.3.4; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any Liability in favor of) any landlord or lessor from whom any such Landlord Release may be requested without the prior written consent of the Company and Buyer.
5.3.5. The Company and Rave shall reasonably cooperate with Buyer in connection with the issuance to Buyer of ALTA Form 2006 Leasehold Policies; provided, however, that the Company and Rave shall not be required to pay or commit to pay any amount to (or incur any Liability in favor of) any Person in connection with providing such cooperation and any documents or affidavits to be executed by Rave or the Company shall be in form and sub...
