Common use of Further Assurances and Actions Clause in Contracts

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 14 contracts

Samples: Registration Rights Agreement (Paul Son Gaming Corp), Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Isle of Capri Casinos Inc)

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Further Assurances and Actions. (a) Subject to the terms and conditions herein, including to Section 7.4 above, each of the parties party hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Legal Requirements and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using their respective commercially reasonable efforts (i) using their respective reasonable best efforts to obtain (a) all licenses, permits, consents, approvals, authorizations, qualifications Seller Permits and orders (b) consents of Governmental Entities and parties to contracts with Contracts material to the operation of the Property, in each party hereto case as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 4 contracts

Samples: Purchase Agreement, Purchase Agreement (Boyd Gaming Corp), Purchase Agreement (Penn National Gaming Inc)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) including using their respective its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 4 contracts

Samples: Equity Purchase Agreement (Golden Entertainment, Inc.), Interest Purchase Agreement (Red Rock Resorts, Inc.), Equity Purchase Agreement

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees Sellers and the Buyer agree to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) including using their respective its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 2 contracts

Samples: Interest Purchase Agreement, Interest Purchase Agreement (Eldorado Resorts, Inc.)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto Parties agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable on its part under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto Party as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party Party pursuant to this Agreement, subject, in the case of the Company, to the rights of the Company and the Company Board under Sections 6.3(b), 6.3(d) and 8.1(f).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pan Pacific Retail Properties Inc), Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (Harrahs Entertainment Inc), Partnership Interest Purchase Agreement (Boyd Gaming Corp)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto Parties agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable on its part under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto Party as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party Party pursuant to this Agreement, subject, in the case of the Company, to the rights of the Company and the Company Board under Sections 6.3(b), 6.3(d) and 8.1(h).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pan Pacific Retail Properties Inc), Agreement and Plan of Merger (Kimco Realty Corp)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto Contracts as are necessary or advisable for consummation of the transactions contemplated by this Agreement, Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreementthe Closing.

Appears in 2 contracts

Samples: Equity Interest Purchase Agreement (CAESARS ENTERTAINMENT Corp), Equity Interest Purchase Agreement (Penn National Gaming Inc)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using its reasonable best efforts (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Penn National Gaming Inc), Securities Purchase Agreement (St Louis Riverboat Entertainment Inc)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be takentaken (including action to be taken by the Company and its Subsidiaries), all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Isle of Capri Casinos Inc)

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Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all alm appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harveys Casino Resorts)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Ameristar Casinos Inc)

Further Assurances and Actions. (a) Subject to the terms and conditions hereinof this Agreement (including Section 4.4(d)), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) including using their respective its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 1 contract

Samples: Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)

Further Assurances and Actions. (a) Subject to the terms and conditions hereinof this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) including using their respective its reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts Contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 1 contract

Samples: Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, Agreement and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (MTR Gaming Group Inc)

Further Assurances and Actions. (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harrahs Entertainment Inc)

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