Common use of Reasonable Efforts; Additional Actions Clause in Contracts

Reasonable Efforts; Additional Actions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using all reasonable efforts to (i) obtain all consents, amendments to or waivers under the terms of any of the Company's contractual arrangements required by the transactions contemplated by this Agreement, (ii) effect promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the HSR Act, the Exchange Act, the DGCL and state and Federal licensing authorities, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) fulfill or cause the fulfillment of the conditions to Closing set forth in Article 7. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation (including, without limitation, Section 203 of the DGCL) is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement and the Stockholder Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action expressly permitted by the terms of this Agreement.

Reasonable Efforts; Additional Actions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by by, and in connection with, this Agreement, including using all reasonable efforts to (i) obtain all consents, amendments to or waivers under the terms of any of the Company's contractual arrangements required by the transactions contemplated by this Agreement (other than Agreements relating to its long term debt, consents, amendments or waivers the failure of which to obtain will not, individually or in the aggregate, (x) have a Material Adverse Effect with respect to the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement), (ii) effect promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the HSR Act, the Exchange Act, the DGCL and state and Federal federal licensing authorities, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) fulfill or cause the fulfillment of the conditions to Closing set forth in Article 7. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation (including, without limitation, Section 203 of the DGCL) is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement or the Voting Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Voting Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholder Voting Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement and the Stockholder Voting Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action expressly permitted by the terms of this Agreement.

Reasonable Efforts; Additional Actions. (a) 5.6.1 Upon the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and the other Transaction Documents, including using all commercially reasonable efforts to (ia) obtain all consents, amendments to or waivers under the terms of any of the Company's, the Subsidiary Partnership's, the Parent's and the Operating Partnership's borrowing or other contractual arrangements or those of their respective subsidiaries, required by for the transactions contemplated by this AgreementAgreement and the other Transaction Documents (other than consents, amendments or waivers the failure of which to obtain would not, individually or in the aggregate, result or reasonably be expected to result in a Material Adverse Effect with respect to the Company and the Subsidiary Partnership or the Parent and the Operating Partnership, as the case may be) including, but not limited to, the consent of the lessor under the Springfield Ground Lease to the execution and 74 65 delivery of the Operating Lease by the Subsidiary Partnership; provided, however, that the failure to obtain such consent shall not be a breach of this Agreement or a failure of a condition to effect the Merger, (iib) effect promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the HSR Securities Act, the Exchange Act, the DGCL DRULPA and applicable regulations of state and Federal liquor licensing authorities, (iiic) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (ivd) fulfill or cause the fulfillment of the conditions to Closing set forth in Article 7. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation (including, without limitation, Section 203 of the DGCL) is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement and the Stockholder Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action expressly permitted by the terms of this Agreement6.

Reasonable Efforts; Additional Actions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by by, and in connection with, this Agreement, including using all reasonable efforts to to: (i) obtain all consents, amendments to or waivers under the terms of any of the Company's contractual arrangements required by the transactions contemplated by this Agreement (other than consents, amendments or waivers the failure of which to obtain will not (x) have a Company Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement, ); (ii) effect promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the HSR Act, Exchange Act and the Exchange Act, the DGCL and state and Federal licensing authorities, BCL; (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and hereby; (iv) fulfill or cause the fulfillment of the conditions to Closing set forth in Article 7; and (v) ensure that the payment of the Consideration is in compliance with Section 1551 of the BCL. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (x) take use all action necessary reasonable efforts to ensure that no state takeover statute or similar statute or regulation (including, without limitation, Section 203 Chapter 25 of the DGCLBCL) is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take use all action necessary reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement and the Stockholder Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action expressly permitted by the terms of this Agreement.

Reasonable Efforts; Additional Actions. (a) 5.6.1 Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including using all reasonable efforts to (ia) obtain all consents, amendments to or waivers under the terms of any of the Company's and the Parent's borrowing or other contractual arrangements required by the transactions transaction contemplated by this Agreement, (iib) effect promptly all necessary or appropriate registrations and filings with Governmental Entities, including, without limitation, filings and submissions pursuant to the HSR Act, the Exchange Act, Act and the DGCL and state and Federal licensing authoritiesDGCL, (iiic) effect promptly and prosecute diligently (including responding to all reasonable requests for supplemental information) all approvals, filings and/or notices required under any applicable insurance laws for the consummation of the transactions contemplated by this Agreement, (d) defend any lawsuits lawsuit or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions transaction contemplated hereby and (ive) fulfill or cause the fulfillment of the conditions to Closing set forth in Article 76. In connection with and without limiting 5.6.2 If, at any time after the foregoingEffective Time, the Company and its Board Surviving Corporation shall determine or be advised that any deeds, bills of Directors shall (x) take all action sale, assignments, assurances or any other actions or things are necessary or desirable to ensure that no state takeover statute vest, perfect or similar statute confirm of record or regulation (includingotherwise in the Surviving Corporation the right, without limitationtitle or interest in, Section 203 of the DGCL) is to or becomes applicable to the Offer, the Merger, this Agreement or under any of the other transactions contemplated rights, properties or assets of either of the Constituent Corporations acquired or to be acquired by this Agreement and (y) if any state takeover statute the Surviving Corporation as a result of, or similar statute or regulation becomes applicable to the Offerin connection with, the Merger, Merger or otherwise to carry out this Agreement, the Stockholder Agreement officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of the Constituent Corporations or any otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of the Constituent Corporations or otherwise, all such other transaction contemplated by this Agreement or the Stockholder Agreement, take all action necessary to ensure that the Offer, the Merger actions and the other transactions contemplated by this Agreement and the Stockholder Agreement things as may be consummated as promptly as practicable on necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the terms contemplated by this Agreement and the Stockholder Agreement and Surviving Corporation or otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, carry out this Agreement, the Stockholder Agreement and the other transactions contemplated by this Agreement and the Stockholder Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be prohibited from taking any action expressly permitted by the terms of this Agreement.5.7