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

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall use its commercially reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating to privacy in respect of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consent) to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (ExamWorks Group, Inc.), Asset Purchase Agreement (ExamWorks Group, Inc.)

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Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall use its commercially reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating to privacy in respect of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consentobtain all consents required as described on Schedule 4.14(a) and Schedule 5.3 and all regulatory approvals and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roper Industries Inc /De/)

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall use its commercially reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating to privacy in respect of the transferobtain all consents required as described on Schedule 4.12 and all regulatory approvals, under this Agreementif any, of records containing information without providing notice and/or obtaining consent) and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration DateOctober 31, 2016, in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PRGX Global, Inc.)

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall use its commercially reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating to privacy in respect of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consentobtain all consents required as described on Schedule 4.5(b) and all regulatory approvals and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 1 contract

Samples: Purchase Agreement (University General Health System, Inc.)

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall use its all commercially reasonable, good faith reasonable efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating Law, to privacy in respect of the transferobtain all consents required as described on Schedule 4.11, under this AgreementParts A and B and Schedule 4.4(c)-2, of records containing information without providing notice and/or obtaining consent) Parts 1-5 and all regulatory approvals, to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof Date and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Huntsman International LLC)

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall each use its commercially reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating to privacy in respect obtain all consents required as described on Section 4.5 of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consent) Disclosure Letter and all regulatory approvals and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration DateDate (as hereinafter defined), in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 1 contract

Samples: Plan and Agreement of Merger (Serologicals Corp)

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall each use its commercially reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating to privacy in respect of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consentobtain all consents required as described on Schedule 2.2(c) and all regulatory approvals and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof and shall cooperate fully reasonably with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sunlink Health Systems Inc)

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Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall each use its commercially reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating to privacy in respect of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consent) obtain all consents required as described on Schedule 4.14 and all regulatory approvals and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, managers, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 1 contract

Samples: Purchase Agreement (Seaboard Corp /De/)

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall use its all commercially reasonable, good faith reasonable efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating Law, to privacy in respect of the transferobtain all consents required as described on Schedule 4.11 and Schedule 4.4(c)-2 and all regulatory approvals, under this Agreement, of records containing information without providing notice and/or obtaining consent) to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof Date and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Huntsman International LLC)

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall each use its commercially reasonable, good faith efforts Commercially Reasonable Efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating to privacy in respect of the transfer, under this Agreement, of records containing information without providing notice and/or obtaining consent) obtain all consents required as described on Schedule 4.19 and all regulatory approvals and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

Appears in 1 contract

Samples: Membership Interest Transfer Agreement

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall use its commercially reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (other than any Law relating law to privacy in respect of the transferobtain all consents required as described on Schedule 2.13(b) and all regulatory approvals, under this Agreementif any, of records containing information without providing notice and/or obtaining consent) and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Outside Date, in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, employees, agents, managers, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:.

Appears in 1 contract

Samples: Securities Purchase Agreement (Repay Holdings Corp)

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