Required Efforts. On the terms and subject to the conditions set forth in this Agreement, each of the Parties shall 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 in doing, all things necessary or advisable under this Agreement and applicable Law to consummate and make effective, as promptly as reasonably practicable, the Transactions, including (a) obtaining all necessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings (including filings with Governmental Entities, if any) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) subject to Section 1.02 and the terms of this Section 7.03, obtaining all necessary or advisable Consents, and (c) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Documents. In connection with and without limiting the foregoing, each of the Parties shall use reasonable best efforts to (i) 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 (ii) 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 Match Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Documents. Each of the Parties shall keep the other Parties reasonably informed of its progress in obtaining any necessary or advisable Consents and Governmental Approvals pursuant to this Section 7.03. Subject to applicable Law, and to the extent reasonably practicable, each of the Parties shall consult with the other Parties in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on such written materials, and, to the extent permitted by the applicable Governmental Authority and to the extent reasonably practicable, shall give the other Parties the opportunity to attend and participate in any meetings and confe...
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.
(b) Notwithstanding the foregoing, nothing in this Agreement (including Section 8.1(a)) shall require, or be deemed to require AOLTW, AT&T or Comcast (or any of their respective Subsidiaries) to agree to or effect any divestiture, hold separate any business or assets, or enter or agree to enter into, or amend or agree to amend, any of its Contracts or Authorizations (including, without limitation, Franchises and FCC Licenses) or take or refrain from taking any other action or conduct any business in any manner:
(i) with respect to all actions and agreements other than any deletion or modification of any term of the AOL High Speed Data Agreement, if doing so would, or would reasonably be likely to, individually or in the aggregate, (A) materially adversely affect the Company (after giving effect to the Transactions) or (B) have a meaningful adverse effect (excluding affects by virtue of ownership interests in the Company) on AOLTW, AT&T or Comcast, as the case may be; PROVIDED that the parties agree that the imposition of reasonable restrictions on AT&T's (or MediaOne of Colorado's) ownership interests (which shall be deemed to include, solely for this purpose, any limitations or prohibitions on its exercise of voting rights) in the AOLTW Common Stock or the Company Common Stock issued to MediaOne of Colorado hereunder, or in TWE shall not be deemed, for purposes of this Section 8.1(b)(i) to adversely affect the Company (after giving effect to the Transactions), AOLTW, AT&...
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, except in cases of Disability or Incapacity, as hereinafter defined. This Agreement shall not be construed to prevent Employee from investing his personal assets in businesses which do not directly compete with Company's finance related Internet sites.
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.
(b) In furtherance of the covenants in this Section 5.3 and notwithstanding any other provision of this Agreement, (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement as violative of any Competition Law, each of the Parties shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement on or before the Outside Date and (ii) the Parties shall take all commercially ...
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. 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. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each of the parties to this Agreement shall use its 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 to ensure that the conditions set forth in Article VI and, in the case of Parent and its Affiliates, the Financing Agreements are satisfied and to consummate the transactions expressly contemplated by this Agreement and the Financing as promptly as practicable.
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.
