Common use of Reasonable Best Efforts; Filings Clause in Contracts

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto will, and Visant will cause its Affiliates to, cooperate with each other and 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, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the transactions contemplated by this Agreement, including preparing and submitting as promptly as practicable all documentation to effect all necessary notices, reports, submissions and other filings and to obtain as promptly as practicable all consents, permits and approvals necessary or advisable to be obtained from any Person or any Governmental Entity and removing any injunctions or other impediments or delays, legal or otherwise, which are necessary in order to consummate the transactions contemplated by this Agreement. Notwithstanding the previous sentence, the parties hereto will take promptly all actions necessary to make any filings required of the parties or their respective Affiliates under the HSR Act and, in any case, will make such filings within ten Business Days from the date hereof. In case, at any time after the Closing, any further action is necessary to carry out the purposes of this Agreement and the transactions contemplated by this Agreement, Buyer and Visant will, and will cause their respective Affiliates to, take all such necessary action.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Visant Corp), Stock Purchase Agreement (RR Donnelley & Sons Co)

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Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto will, and Visant will cause its Affiliates to, cooperate with each other and 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, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the transactions contemplated by this Agreement, including preparing and submitting as promptly as practicable all documentation to effect all necessary notices, reports, submissions and other filings and to obtain as promptly as practicable all consents, permits and approvals necessary or advisable to be obtained from any Person or any Governmental Entity and removing any injunctions or other impediments or delays, legal or otherwise, which are necessary in order to consummate the transactions contemplated by this Agreement. Notwithstanding the previous sentence, the The parties hereto will take promptly all actions necessary to make any filings required of the parties or their respective Affiliates under the HSR Act and, in any case, will make such filings within ten five (5) Business Days from the date hereof. In case, at any time after the Closing, any further action is necessary to carry out the purposes of this Agreement and the transactions contemplated by this Agreement, Buyer and Visant the parties hereto will, and will cause their respective Affiliates to, take all such necessary action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Visant Corp)

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