Efforts to Consummate; Further Assurances; Transition Assistance. Subject to the terms and conditions herein provided, the parties hereto shall do or cause to be done all such acts and things as may be necessary, proper or advisable (including, without limitation, the completion and effectuation of all filings and registrations with, and the obtaining of all consents and approvals from, all applicable Governmental Entities), consistent with all applicable Laws, to consummate and make effective the transactions contemplated hereby as soon as reasonably practicable. Each of the parties hereto agrees that it will from time to time on or after the Closing promptly do, execute, acknowledge and deliver and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by any of the other parties hereto for better assigning, transferring, granting, conveying, assuring and conferring right, title and interest to the Buyer of the Shares. Without limiting the generality of the foregoing, the parties hereto agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to (i) permit the preparation and filing of all federal, state, local, and other Tax returns and Tax elections with respect to the Business and (ii) effectuate all operational matters concerning operating the Business by the Buyer after the Closing in an efficient manner and consistent with the operation of the Business by the Company before the Closing.
Efforts to Consummate; Further Assurances; Transition Assistance. Subject to the terms and conditions herein provided, the Parties shall do or cause to be done all such acts and things as may be necessary, proper or advisable, consistent with all applicable Laws, to consummate and make effective the transactions contemplated hereby as soon as reasonably practicable. Each of the Parties agrees that it will from time to time on or after the Closing promptly do, execute, acknowledge and deliver and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by any of the other Parties for better assigning, transferring, granting, conveying, assuring and conferring right, title and interest of the Equity Interests of SELLER to MDTO.
Efforts to Consummate; Further Assurances; Transition Assistance. Subject to the terms and conditions herein provided and absent any changes to the target of the transactions which would result in a Material Adverse Effect to such target, the Parties will do or cause to be done all such acts and things as may be reasonably necessary, proper or advisable, consistent with all applicable Laws, to consummate and make effective the transactions contemplated hereby as soon as reasonably practicable. Time is of the essence with respect to the performance of each of the Parties’ duties and obligations in this Agreement and all of its ancillary documents, related obligations and commitments. Notwithstanding the foregoing, in the event that there is: (i) a specific legal prohibition of the transaction contemplated herein (other than the general illegality of cannabis sales); (ii) a force majeure under Delaware law; or (iii) a failure to satisfy the conditions to the Closing provided at Article V or Article VI herein; the Parties agree and acknowledge that they will not be obligated to consummate the transactions contemplated herein; so long as the Parties are first unable to resolve a solution through prompt, good faith best efforts at cooperation. In the event off such a termination, then either party may by notice terminate this Agreement and the Parties will cooperate promptly to terminate the dealings under this Agreement, and return their respect businesses to the status quo ante. No such termination that is predicated on a breach by one Party – e.g., failure to satisfy conditions to the Closing – will foreclose the election of remedies, including (for example, and solely by way of illustration) proceeding with closing and pursuit of indemnification or breach damages.
