Efforts of the Parties. (a) Upon the terms and subject to the conditions herein provided, 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 not later than February 28, 2011, or as soon as practicable thereafter, all things necessary under applicable Laws to consummate and make effective the Contemplated Transactions, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Contemplated Transactions (which actions shall include, furnishing all information required by applicable Law in connection with approvals of, clearances or consents from or filings with any Governmental Authority), (ii) to obtain any consent, authorization (including any Governmental Authorization and related bond, letter of credit or other financial assurance), Order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Buyer, Ashland or any Asset Selling Corporation in connection with the acquisition of the Conveyed Assets or the taking of any related action contemplated by this Agreement, and (iii) to effect all necessary registrations and filings with Governmental Authorities. Without limiting the foregoing, Ashland shall be responsible, at its sole cost and expense, for compliance with all applicable requirements of the Industrial Site Recovery Act (“ISRA”) in connection with the Contemplated Transactions and, prior to the Closing Date, Ashland shall obtain from the New Jersey Department of Environmental Protection (“NJDEP”), and shall provide to the Buyer, either (i) a No Further Action Letter (as defined in ISRA), (ii) a Negative Declaration (as defined in ISRA), (iii) an approved Remedial Action Workplan or Remediation Agreement (as such terms are defined in ISRA), or (iv) any other written acknowledgment from NJDEP of an applicable waiver, exemption or authorization permitted under ISRA.
Efforts of the Parties. (1) The parties agree to cooperate with each other pursuant to this Agreement.
Efforts of the Parties. Each of CuraGen and TopoTarget shall, and shall cause their respective Affiliates to do, or cause to be done, all things necessary to consummate the transactions contemplated hereby and by the Transaction Documents (save as otherwise provided herein).
Efforts of the Parties. The Parties hereby agree to use Diligent Efforts to cause each of the conditions precedent to their respective obligations to be fully satisfied, performed and discharged, on and as of the Closing; provided that the Purchaser shall be solely responsible for obtaining the Required Consents in accordance with its obligations under Section 10.1. Purchaser acknowledges that Seller shall not have engaged Wachovia until Purchaser has delivered the Deposit to the Escrow Agent. Each party agrees to reasonably cooperate with the other party in its efforts to cause conditions precedent to be satisfied, performed and discharged.
Efforts of the Parties. The parties hereto hereby agree to use commercially reasonable good faith efforts to cause each of the conditions precedent to the obligations of the parties to be fully satisfied, performed and discharged, on and as of the Closing Date (to the extent within such party's control or ability to influence).
Efforts of the Parties. (a) Subject to the terms and conditions of this Agreement, including Section 6.1(b) and Section 6.2, and the Midstream Contribution Agreement in the case of the Midstream Contribution, the Parties shall, as promptly as reasonably practicable, use reasonable best efforts to take, or cause to be taken, all action and do, or cause to be done, all things necessary under applicable Laws or otherwise proper and advisable to consummate and make effective the Contemplated Transactions and the Midstream Contribution.
Efforts of the Parties. (a) Subject to the terms and conditions herein provided, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser and the Journal Register Parties (i) diligently shall take, and cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information reasonably required, and otherwise use reasonable best efforts to obtain promptly all necessary clearances from the U.S. Department of Justice, the Federal Trade Commission, any applicable state agencies, any other governmental entity (each a "REGULATORY ENTITY") of the transactions contemplated by this Agreement and (ii) shall defend through litigation on the merits any antitrust, trade regulation or competition claim asserted in any court by any Regulatory Entity, including, but not limited to, defending against any request for, or seeking to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay consummation of the transactions contemplated by this Agreement. The foregoing shall not be deemed to require Purchaser to enter into any agreement, consent decree or other commitment requiring Purchaser or any of its affiliates to divest or hold separate or to take any other action that would have a material adverse effect upon the financial condition, business or operations of Purchaser after giving effect to the transactions contemplated herein or the financial condition, business or operations of St. Louis Post Dispatch LLC.
Efforts of the Parties. The parties hereto hereby agree to use commercially reasonable good faith efforts to cause each of the conditions precedent to the obligations of the parties to be fully satisfied, performed and discharged, on and as of the Closing Date (to the extent within such party’s control or ability to influence). Seller’s obligation to use good faith commercially reasonable efforts with respect to those deliverables constituting conditions precedent which cannot be satisfied by Seller due to limitations on Seller’s authority under the Organizational Documents or applicable law shall only be deemed to require Seller to use such efforts to cause Hotel Owner (to the extent Seller is legally able) to provide reasonable cooperation and assistance to Purchaser in connection with obtaining the Required Consents and the Replacement Debt, provided that such requested cooperation and assistance does not unreasonably interfere with the ongoing business of Hotel Owner. In any case, nothing herein shall require, or be deemed to require, Seller to incur any liability, commence any litigation or other extraordinary action or incur any out-of-pocket expense, other than de-minimis expenses, to satisfy Seller’s obligations under this Section.
Efforts of the Parties. The Parties agree to each use their reasonable efforts to negotiate, execute and deliver the EOG Amendment within 365 days of the Closing Date; provided, that, unless otherwise agreed, Buyers shall be responsible for all direct interactions with EOG on the subject matter hereof and Seller shall not directly communicate with EOG in respect of the subject matter hereof unless and to the extent reasonably requested by Buyers. Further, from and after the receipt of the signed EOG Amendment from EOG, Buyers agree to use their reasonable efforts to prepare and file such applications and information with the State Engineer as may be needed to receive the Future J-11 Lease within 365 days of the Closing Date.
Efforts of the Parties. Both parties shall use commercially reasonable efforts in carrying out their roles. The foregoing notwithstanding, the parties acknowledge that no assurance can be given that the Products can be developed, or that, if developed, such Products will have commercial utility or that FDA regulatory approval can be obtained.