Filings; Other Actions; Notifications. (a) Subject to the terms and conditions of this Agreement, Seller and Buyer shall cooperate with each other and use (and shall cause their respective subsidiaries, and Seller’s and Buyer’s and their respective subsidiaries’ respective directors, managers, officers, stockholders, members and employees, to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to satisfy the closing conditions set forth in Article VII as soon as reasonably practicable, including promptly preparing and filing, as practicable, all documentation to effect all necessary notices, reports and other filings and to promptly obtain and maintain all consents, registrations, approvals, Permits and authorizations necessary to be obtained from any third party and/or any Governmental Authority (including any Gaming Authority) in order to consummate the transactions contemplated by this Agreement (which shall include a jointly prepared detailed change-over memorandum in such form as may be required by any Gaming Authorities and submit it to the Gaming Authorities with sufficient time to allow their review and approval prior to the Second Closing Date); provided, that without limiting the generality of the foregoing, Buyer shall submit all applicable initial applications and filings required under Gaming Laws to the relevant Gaming Authorities within forty-five (45) days after the date of this Agreement. Seller and Buyer shall cooperate with each other and use (and shall cause their respective subsidiaries, and Seller’s and Buyer’s and their respective subsidiaries’ respective directors, managers, officers, stockholders, members and employees, to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to submit and diligently pursue approval and execution by NDOT of the Tenth Amendment to Highway Lease and Consent to Assignment and Encumbrance of Lease for Security in substantially the form agreed upon by Buyer and Seller prior to the execution of this Agreement. Buyer and its Representatives and Affiliates shall act diligently and promptly to pursue such Gaming Approvals and other applicable Permits or approvals from any Governmental Authority in ...
Filings; Other Actions; Notifications. (a) Sellers and Purchaser shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective 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 on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated hereby as soon as practicable, including preparing and filing as soon as practicable all documentation to effect or obtain as soon as practicable all consents, approvals, waivers, authorizations, reports, registrations, filings and notices necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated hereby.
Filings; Other Actions; Notifications. Sellers and Buyer shall cooperate with each other and use (and shall cause their respective Affiliates to use) all commercially reasonable efforts to do or cause to be done all things necessary, proper or advisable on its part under this Agreement and Applicable Laws to consummate and make effective 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 notices, reports and other filings. Sellers and Buyer each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Sellers or Buyer, as the case may be, or any of their Affiliates, from any third party or Governmental Authority with respect to the transactions contemplated by this Agreement. Sellers and Buyer each shall give prompt notice to the other of any change that is reasonably likely to result in a Sellers Material Adverse Effect or Buyer Material Adverse Effect, respectively. EXECUTION COPY
Filings; Other Actions; Notifications. Each Party shall use commercially reasonable efforts to obtain or make, as soon as practicable, all consents, waivers, approvals or authorizations of, filing with or notification to each Person that is required to be obtained or made in connection with the consummation of the transactions contemplated hereby; provided, however, that except as expressly set forth in the other sections of this Agreement, such commercially reasonable efforts shall not require the Sellers or their respective Affiliates (including the Target Companies) to make any material payment or undertake or incur any material obligation or liability to any Person in order to obtain such consents, waivers, approvals or authorizations.
Filings; Other Actions; Notifications. Each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective affiliates to use) all commercially reasonable efforts to do or cause to be done all things necessary, proper or advisable on its part under this Agreement and Applicable Laws to consummate and make effective 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 notices, reports and other filings. Each party shall keep the other parties apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by such party or any of its affiliates, from any third party or Governmental Authority with respect to the transactions contemplated by this Agreement.
Filings; Other Actions; Notifications. (a) Seller and Purchaser shall cooperate and use good faith efforts to promptly obtain all Consents, and to promptly give and make all notices and filings with any Governmental Authorities necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby and thereby, including, without limitation, the Consents identified on Schedules 3.3 and 4.3. Purchaser shall file a Form A with the Texas Department of Insurance and any other required filings to seek approval of the acquisition of the Control of the Company within fifteen (15) Business Days after the Effective Date. Seller shall use its commercially reasonable efforts to obtain promptly, and Purchaser will cooperate with Seller in promptly obtaining, all other Consents to the transactions contemplated by this Agreement, including the items identified on Schedule 3.3 hereto. Purchaser shall use its commercially reasonable efforts to obtain promptly, and Seller will cooperate with Purchaser in promptly obtaining, all other Consents to the transactions contemplated by this Agreement, including the items identified on Schedule 4.3 hereto. Seller and Purchaser will each furnish to the other such reasonable information and assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions to any Governmental Authority.
Filings; Other Actions; Notifications. Seller and Buyer shall cooperate with each other and use (and shall cause their respective affiliates to use) all commercially reasonable efforts to do or cause to be done all things necessary, proper or advisable on its part under this Agreement and Applicable Laws to consummate and make effective 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 notices, reports and other filings. Seller and Buyer each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Seller or Buyer, as the case may be, or any of their affiliates, from any third party or Governmental Authority with respect to the transactions contemplated by this Agreement.
Filings; Other Actions; Notifications. (a) The Company, TRWC, Parent and the TRB Members shall cooperate with each other and use (and shall cause their respective Affiliates to use) all commercially reasonable efforts (i) to do or cause to be done all things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other 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 notices, reports and other filings; and (ii) to obtain as promptly as practicable all consents and permits necessary or advisable to be obtained from any third party or any Governmental Authority in connection with, as a result of, or in order to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 9.5 shall require, or be construed to require, TRWC or Parent to take any action which could, in the reasonable judgment of the board of directors of TRWC or Parent, respectively materially and adversely impact the economic or business benefits to TRWC or Parent of the transactions contemplated by this Agreement.
Filings; Other Actions; Notifications. On and prior to the Closing Date, the parties hereto shall cooperate with each other and use (and shall cause their respective Affiliates to so cooperate and use) commercially reasonable efforts to do or cause to be
Filings; Other Actions; Notifications. (a) Subject to the terms and conditions set forth in this Agreement, Parent, Merger Sub and the Sellers shall, and shall cause their respective Affiliates to, cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. To the extent not prohibited by applicable Law and subject to Section 5.02, each of Parent and its Affiliates, on the one hand, and the Sellers and their Affiliates (including the Company), on the other hand, shall cooperate with each other in connection with the matters contemplated by this Section 5.01 and Section 5.02 including (i) with respect to determining whether any action taken by or in respect of, or filing with, any Governmental Authority, is required, (ii) promptly notifying the other of, and, if in writing, furnishing the other with copies of (or, in the case of material oral communications, advising the other orally of) any communications from or with any Governmental Authority with respect to the Transactions, (iii) permitting the other to review and discuss in advance, and considering in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Authority, (iv) not participating, and not permitting any of its agents or representatives to participate, in any meeting with any such Governmental Authority unless it notifies the other in advance and, to the extent permitted by applicable Law and such Governmental Authority, gives the other the opportunity to attend and participate thereat, (v) furnishing the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Authority with respect to this Agreement and Transactions (except that with respect to any filing submitted pursuant to the HSR Act, the Parties agree to...
