Common use of Reasonable Best Efforts; Further Assurances Clause in Contracts

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other party in doing, all things necessary, proper, advisable or desirable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement in an expeditious manner, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining and maintaining all approvals, consents, registrations, permits, waivers, exemptions, authorizations and other confirmations required to be obtained from any Governmental Authority or any other Person that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including those set forth in Sections 3.03 and 4.04 and in the Disclosure Schedule.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Harris Corp /De/), Asset Purchase Agreement (Tyco Electronics Ltd.)

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Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller the Parties will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other party in doing, all things necessary, proper, advisable reasonably necessary or reasonably desirable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement in an expeditious mannerAgreement, including (ia) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all reasonably necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, documents and (iib) obtaining and maintaining all approvals, consents, registrations, permits, waivers, exemptions, authorizations and other confirmations required to be obtained from any Governmental Authority or any other Person third party that are reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. The Parties agree to execute and deliver such other documents, including those set forth certificates, agreements and other writings and to take such other actions as may be reasonably necessary or reasonably desirable in Sections 3.03 order to consummate or implement expeditiously the transactions contemplated by this Agreement and 4.04 and to vest in Buyer good title to the Disclosure SchedulePurchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.), Asset Purchase Agreement (Global Brokerage, Inc.)

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and such Seller will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other party in doing, all things necessary, proper, advisable necessary or reasonably desirable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement in an expeditious mannerAgreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, waivers, exemptions, authorizations and other confirmations required to be obtained from any Governmental Authority or any other Person third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Such Seller agrees and Buyer, including those set forth after the Closing, agrees to cause the Company and each Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in Sections 3.03 and 4.04 and in order to consummate or implement expeditiously the Disclosure Scheduletransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will each of the parties shall use their its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other party in doing, all things necessary, proper, proper or advisable or desirable under Applicable Laws Law to satisfy the conditions to Closing set forth in ‎‎Article 8 to be satisfied and to consummate and make effective the transactions contemplated by this Agreement in an expeditious manneras soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, documents and (ii) obtaining and maintaining all consents, approvals, consents, registrations, permits, waiversauthorizations, exemptions, authorizations waivers and other confirmations required to be obtained from any Governmental Authority or any other Person that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including those set forth in Sections 3.03 and 4.04 and in the Disclosure ScheduleAgreement as soon as practicable.

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (Truist Financial Corp)

Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer Buyer, Gain and Seller will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other party in doing, all things necessary, proper, advisable necessary or desirable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement in an expeditious mannerAgreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, waivers, exemptions, authorizations and other confirmations required to be obtained from any Governmental Authority or any other Person third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Seller and Buyer agree to execute and deliver such other documents, including those set forth certificates, agreements and other writings and to take such other actions as may be necessary or desirable in Sections 3.03 order to consummate or implement expeditiously the transactions contemplated by this Agreement and 4.04 and to vest in Buyer good title to the Disclosure SchedulePurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

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Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other party in doing, all things necessary, proper, advisable necessary or desirable under Applicable Laws Law to consummate and make effective the transactions contemplated by this Agreement in an expeditious mannerand the other Transaction Documents, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, waivers, exemptions, authorizations and other confirmations required to be obtained from any Governmental Authority or any other Person third party that are necessary, proper or advisable to consummate the transactions contemplated by this AgreementAgreement and the other Transaction Documents. Seller and Buyer agree, including those set forth and agree to cause the Company and each Transferred Entity (in Sections 3.03 and 4.04 the case of Seller, prior to the Closing, and in the Disclosure Schedulecase of Buyer, after the Closing), to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the other Transaction Documents.

Appears in 1 contract

Samples: Stock Purchase Agreement (MSCI Inc.)

Reasonable Best Efforts; Further Assurances. (ag) Subject to the terms and conditions of this Agreement, Buyer and Seller will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other party in doing, all things necessary, proper, advisable necessary or desirable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement in an expeditious mannerAgreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, waivers, exemptions, authorizations and other confirmations required to be obtained from any Governmental Authority or any other Person third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Seller and Buyer agree to execute and deliver such other documents, including those set forth certificates, agreements and other writings and to take such other actions as may be necessary or desirable in Sections 3.03 order to consummate or implement expeditiously the transactions contemplated by this Agreement and 4.04 and to vest in Buyer good title to the Disclosure SchedulePurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

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