Required Efforts. (a) On the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall (and shall cause each of their respective Affiliates to) use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary or advisable under this Agreement, each other Transaction Document and applicable Law to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using reasonable best efforts to (i) obtain all necessary or advisable Governmental Approvals and make all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and take all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Authority, (ii) subject to the second sentence of Section 6.04(f), obtain all necessary or advisable Consents, (iii) defend against any Actions challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iv) execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Documents, other than, in the case of each of clauses (i) through (iv), with respect to registrations, filings and other Governmental Approvals relating to Review Laws, which are the subject of Sections 6.04(b) and 6.04(f). In connection with and without limiting the foregoing, each of the parties hereto shall use reasonable best efforts to (A) ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Document and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Document, use reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Documents. Each of the parties hereto shall keep the other parties hereto reasonably informed of its progress in obtaining any n...
Required Efforts. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto will use its respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all Authorizations as are necessary, proper or advisable in connection with the Transactions, including, without limitation, waiver of Purchase Rights, the Franchise Consents, PUC Consents and FCC License Consents (collectively, the "REQUIRED APPROVALS"). The existence of the conditions set forth in Section 11.1(a), 11.1(b) and 11.1(c) shall not limit the parties' obligations pursuant to the foregoing sentences.
Required Efforts. Employee shall devote his full time and effort to ---------------- the business and affairs of the Company in order to accomplish the tasks assigned to him under this Agreement, except in cases of Disability or Incapacity, as hereinafter defined. This Agreement shall not be construed to prevent the Employee from investing his personal assets in businesses which do not compete with Company.
Required Efforts. (a) Subject to the terms of this Agreement, each Party shall use, and shall cause its Affiliates to use, its best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably possible and in any event prior to the Outside Date.
Required Efforts. Notwithstanding the foregoing, in no event shall any party hereto be required to or otherwise file any lawsuit in order to cause the replacement and/or release and discharge of any Seller Guaranty or Seller Bond. After the Closing, Buyer will not, and will not permit any Acquired Company to, renew, extend, amend or supplement any loan, contract, lease or other obligation underlying any guarantee with respect to which Sellers and their Affiliates are not fully released and discharged as of the Closing Date in any manner that would extend or increase the Liability of Sellers or any Affiliate of Sellers without providing Sellers with evidence satisfactory to Sellers that Sellers and their Affiliates have been fully released and discharged.
Required Efforts. Parent shall use Diligent Efforts to achieve the Milestones.
Required Efforts. Notwithstanding the foregoing, in no event shall any party hereto be required to or otherwise file any lawsuit or to take other legal action, make any amendment to any Seller Guarantee or waive any rights thereunder or pay any amount, in order to cause the replacement and/or release and discharge of any Seller Bond or Seller Guarantee. After the Closing, Buyer will not, and will not permit any Acquired Company to, renew, extend, amend or supplement any loan, contract, lease or other obligation underlying any Seller Bond or Seller Guarantee with respect to which Sellers are not fully released and discharged as of the Closing Date in any manner that would materially extend or materially increase the liability of Sellers under such Seller Guarantee or Seller Bond without providing Sellers with evidence satisfactory to Sellers that Sellers have been fully released and discharged therefrom.
Required Efforts. (a) Purchaser and Seller shall, and shall cause their respective Affiliates to, use their reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible the transactions contemplated by this Agreement and the Ancillary Agreements, including: (i) preparing and filing all filings, forms, registrations, and notifications required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including all the filings, forms, registrations, notifications and other actions described in Section 5.3(a)(i) of the Seller Disclosure Schedule (collectively, the “Required Actions”)); (ii) using reasonable best efforts to obtain (and cooperate with each other in obtaining) all consents, clearances, expiration or termination of any waiting periods, authorizations, Orders or approvals of, or any exemptions by, any Governmental Authority (including those set forth on Section 5.3(a)(ii) of the Seller Disclosure Schedule (collectively, the “Regulatory Approvals”)); (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to fully carry out the purposes of this Agreement and the Ancillary Agreements.
Required Efforts. Employee shall devote sufficient working time and effort to the business and affairs of the Company as may be required to accomplish the tasks assigned to him under this Agreement.
Required Efforts. Notwithstanding the foregoing, in no event shall ---------------- any party hereto be required to or shall file any lawsuit or to take other legal action, make any amendment to any Guarantee or waive any rights thereunder or pay any amount, in order to cause the replacement and/or release and discharge of any Guarantee without the prior written consent of the parties hereto. Furthermore, after the Closing, Buyer will not, and will not permit the Company or any of the Subsidiaries to, renew, extend, amend or supplement any loan, contract, lease or other obligation underlying any Guarantee with respect to which Cyprus Amax and the Continuing Affiliates are not fully released and discharged as of the Closing Date in any manner that would extend or increase the Liability of Cyprus Amax or any Continuing Affiliate without providing Cyprus Amax with evidence satisfactory to Cyprus Amax that Cyprus Amax and the Continuing Affiliates have been fully released and discharged.
