Filings; Consents; Removal of Objections. Subject to the terms and conditions herein provided, the parties hereto will use their best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert their best efforts to that end, including without limitation: (i) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (ii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.
Filings; Consents; Removal of Objections. Subject to the terms to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the Parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert commercially reasonable efforts to that end, including without limitation: (i) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (ii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.
Filings; Consents; Removal of Objections. (a) Subject to the terms and conditions herein provided, the parties hereto shall use their commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert their reasonable commercial efforts to that end, including without limitation: (i) the filing with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") all requisite documents and notifications in connection with the transactions contemplated hereby pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX" Xxx"), and to respond as promptly as practicable to all inquiries from the FTC or the Antitrust Division in connection therewith; (ii) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (iii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.
Filings; Consents; Removal of Objections. Each party hereto agrees to exert all reasonable efforts to consummate the Offer and the Merger at the earliest practicable time, including, without limitation, (i) preparing and filing all requisite applications, documents and notifications (including filing with the FTC and the DOJ the Notification and Report Forms under the HSR Act and cooperating with each other with respect to the filing of any additional information with respect thereto) in connection with the transaction contemplated herein required by applicable law, (ii) responding as promptly as practicable to all inquiries in connection therewith, (iii) removing or satisfying, if reasonably practicable, any objections to the validity or legality of the Share Purchase, and (iv) satisfying the conditions to the consummation of the Share Purchase set forth herein.
Filings; Consents; Removal of Objections. Subject to the terms and conditions herein provided, Seller will use his reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including, without limitation, obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert their reasonable best efforts to that end, including, without limitation: (i) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (ii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.
Filings; Consents; Removal of Objections. It is the intent of the parties to consummate the Merger at the earliest practicable time, and they respectively agree to exert their best efforts to that end, including, without limitation, the preparation and filing of all requisite applications, documents and notifications in connection with the transactions contemplated herein required by applicable law and will use their best efforts to respond as promptly as practicable to all inquiries in connection therewith, the removal or satisfaction, if possible, of any objections to the validity or legality of the Merger, and the satisfaction of the conditions to consummation of the Merger, including, without limitation, the obtaining of any consents necessary to the consummation of the Merger, provided, however, that neither MSGI nor Santa Lucia shall be obligated to (a) consent to any arrangement or undertake any obligation which would in its reasonable judgment materially adversely affect its business or properties.
Filings; Consents; Removal of Objections. The Parties agree to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the Transaction, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the Parties to consummate the Transaction at the earliest practicable time, and they respectively agree to exert commercially reasonable efforts to that end, including without limitation: (i) the removal or satisfaction, if possible, of any objections to the validity or legality of the Transaction; and (ii) the satisfaction of the conditions to consummation of the Transactions.
Filings; Consents; Removal of Objections. Subject to the terms and conditions herein provided, the parties hereto will use their respective best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein.
Filings; Consents; Removal of Objections. Subject to the terms and conditions herein provided, the parties hereto will use their respective commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein (including, without limitation, those consents listed in Sections 2.5(b) and 2.6 of the Disclosure Schedule). In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert their best efforts to that end, including without limitation: (I) to respond as promptly as practicable to all inquiries from the Federal Trade Commission ("FTC") or the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") in connection with the filings to be made by Xxxxxxx and the Seller with the FTC and Antitrust Division as soon as practicable after the date hereof pursuant to the HSR Act; (ii) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (iii) the satisfaction of the conditions to consummation of the transactions contemplated hereby. To the extent that any of the necessary approvals, consents or waivers listed in Sections 2.5(b) and 2.6 of the Disclosure Schedule cannot be obtained by Seller, Seller will (i) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits of such approval, consent or waiver to Purchaser; and (ii) enforce, at the reasonable request of Purchaser, any rights of Seller arising under the agreements for which such approval, consent or waiver was necessary against the other party or parties thereto (including, without limitation, the right to elect to terminate any such agreement in accordance with the terms thereof upon advice of Purchaser).
Filings; Consents; Removal of Objections. Subject to the terms and conditions herein provided, each party hereto shall, where reasonably within its control, use its commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable under applicable Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity required in connection with the consummation of the transactions contemplated herein. Without limiting the foregoing, MAM agrees to use its good faith best efforts to ensure that any redomestication of MidAmerica Life Insurance Company ("MALICO") to Minnesota does not result in the Minnesota Department of Commerce ordering or otherwise causing the cancellation of the fronting arrangements provided for in that certain Reinsurance and Assumption Agreement dated as of May 1, 1996 among MAM, MALICO and Provident Life (the "Reinsurance Agreement").
