Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties will 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 under applicable law and regulations to consummate and make effective in the most expeditious manner practicable, the transactions contemplated by this Agreement including (a) obtaining all necessary actions and non-actions, waivers and consents, if any, from any governmental agency or authority, making all necessary registrations and filings 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 agency or authority; (b) obtaining all necessary consents, approvals or waivers from any other Person; (c) defending any claim, investigation, action, suit or other legal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (d) executing additional instruments necessary to consummate the transactions contemplated by this Agreement. Each Party will promptly consult with the other and provide necessary information (including copies thereof) with respect to all filings made by such party with the any agency or authority in connection with this Agreement and the transactions contemplated hereby.
Actions by the Parties. (a) Subject to the terms and conditions of this Agreement, Parent will use its reasonable 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 and regulations to consummate the transactions contemplated by this Agreement as soon as practicable, including, without limitation, 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 approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. In connection with the foregoing, each of the other parties hereto will cooperate with and assist Parent. Subject to the terms and conditions of this Agreement, with respect to matters that are within the Company's power or control, the Company will use its reasonable efforts to, and with respect to matters that are within the sole power or control of any Stockholder, such Stockholder shall use reasonable efforts to, and the Stockholders will, taking into account their respective rights within the Company, use reasonable efforts to cause the Company 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 and regulations to consummate the transactions contemplated by this Agreement as soon as practicable, including, without limitation, 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 approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. At Parent's request, Company will commit to and implement any divestiture, hold separate, contribution to a trust or similar transaction or action with respect to any asset, Franchise, license or business of the Company, which commitment and implementation may, at the Company's option, b...
Actions by the Parties. It is anticipated that the MOU shall be implemented through various methods that may include, but are not limited to:
Actions by the Parties. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of RHA, the approval, consent, authorization, or waiver of RHA’s Executive Director shall constitute the approval, consent, authorization or waiver of RHA without further action of the Commission. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of City, the approval, consent, authorization, or waiver of City’s City Manager or designee shall constitute the approval, consent, authorization or waiver of City without further action of the City Council.
Actions by the Parties. Each of the parties shall use its best efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, the satisfaction of the conditions to closing of the parties set forth in Article V.
Actions by the Parties. Subject to the terms and conditions set forth in this Agreement, each of the parties will use its reasonable efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings (including, but not limited to, filings with all applicable Governmental Entities), and to lift any injunction or other legal bar to the transactions contemplated by this Agreement (and, in such case, to proceed with the Closing as expeditiously as possible). Each of the parties will take all actions as may be reasonably directed by Parent for purposes of consummating the transactions contemplated by this Agreement.
Actions by the Parties. Prior to the Closing Date, none of the Parties shall take any action or fail to take any action that will result in any representation or warranty of such Party contained in this Agreement not being true and correct.
Actions by the Parties. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto will 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 under applicable Law to consummate and make effective in the most expeditious
Actions by the Parties. Each of the Parties agrees to use its reasonable best efforts to satisfy the conditions to Closing set forth in Article 10 hereof and to refrain from taking any action within its control which would cause a breach of a representation or warranty set forth herein; provided, however, that neither Seller nor Buyer shall be required to expend any funds or incur any costs to prevent or cure a breach of the representations and warranties set forth in Article 4.
Actions by the Parties. The parties respectively covenant and agree ---------------------- as follows with respect to the period commencing on the date of this Agreement and ending on the Closing Date:
