Efforts and Actions Sample Clauses
Efforts and Actions. (a) Each of Trican Parent and the Seller Companies, on the one hand, and ▇▇▇▇▇ Parent and Buyer, on the other hand, shall, from time to time and without further consideration, either before or after the Closing, execute such further instruments and take such other actions as any other party hereto shall reasonably request in order to fulfill its obligations under any of the Transaction Documents, to effectuate the purposes of the Transaction Documents, including, if required by a landlord, the delivery by ▇▇▇▇▇ Parent of a customary guarantee to the extent required in connection with the assignment of any Leased Business Real Property to a designated Affiliate of ▇▇▇▇▇ Parent.
(b) During the Interim Period, each Party shall use its commercially reasonable efforts to satisfy (or cause the satisfaction of), to the extent within its reasonable control or influence, the conditions precedent to the consummation of the Transaction as soon as practicable and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete the Transaction, including using commercially reasonable efforts to cooperate with the other Parties in connection with the performance by the other Parties of their obligations under this Section 6.10, including, without limitation, continuing to provide reasonable access to information and to maintain ongoing communications as between Representatives of the Parties and, in the case of the Buyer Companies, taking all steps within their reasonable control to ensure that the Financing occurs on or prior to Closing. During the Interim Period, the Buyer Companies shall (i) negotiate in good faith with the applicable counterparty or counterparties the final terms and conditions of the Financings and (ii) not knowingly breach, waive a material right in respect of or otherwise, to the extent within the Buyer Companies’ or their Affiliate’s control, fail to maintain in force and effect the Financing Commitments or if executed prior to Closing, the definitive agreements for the Financings; provided that the Buyer Companies will not, and shall not, be required to bring any Action for specific performance against the Sponsor or any lenders in connection with the Financing.
(c) During the Interim Period, Trican Parent shall promptly notify ▇▇▇▇▇ Parent, and ▇▇▇▇▇ Parent shall promptly notify Trican Parent, of any Actions that are threatened or commenced against...
Efforts and Actions. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (a) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from all applicable Governmental Entities and the making of all necessary registrations and filings, including, without limitation, filings under the HSR Act and filings with such Governmental Entities, and the taking of all reasonable steps (including furnishing any information to any party hereto as such party may reasonably request in connection with any such filing) as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any such Governmental Entity, (b) the obtaining of all necessary consents, approvals or waivers from the third parties, (c) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (d) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of this Agreement.
Efforts and Actions. Each Party hereto shall, from time to time and without further consideration, either before or after the Closing, execute such further instruments and take such other actions as any other Party hereto shall reasonably request in order to fulfill its obligations under any of the Transaction Documents, to effectuate the purposes of the Transaction Documents and to provide for the orderly and efficient transition of the Business following the Closing.