Required Efforts. (a) On the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary or advisable under this Agreement and applicable Law to consummate and make effective, as promptly as reasonably practicable, the Transactions, including (a) obtaining all necessary or advisable Governmental Approvals and making all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and using reasonable best efforts to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (b) subject to Section 2.3 and the terms of this Section 6.1, obtaining all necessary or advisable Consents, and (c) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Ancillary Agreements. Each of the Parties shall keep the other Parties reasonably informed of its progress in obtaining any necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.1, and subject to applicable Law, shall furnish to the other Party as promptly as reasonably practicable all information required for obtaining any such necessary or advisable Consents and Governmental Approvals pursuant to this Section 6.1; provided, however, that such materials may be redacted (x) to remove references concerning valuation, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that such materials are covered by attorney-client or other privilege; provided, further, that the Parties may, as each deem advisable and necessary, designate any competitively sensitive information provided to the other under this Section 6.1 as “outside counsel only.” Subject to applicable Law, and to the extent reasonably practicable, each of the Parties shall consult with the other Parties in advance with respect to any written materials submitted to any Governmental Authority and consider in good faith any comments from the other Parties on such written materials, and, to the extent permitted by the applicable ...
Required Efforts. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto will use its respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all Authorizations as are necessary, proper or advisable in connection with the Transactions, including, without limitation, waiver of Purchase Rights, the Franchise Consents, PUC Consents and FCC License Consents (collectively, the "REQUIRED APPROVALS"). The existence of the conditions set forth in Section 11.1(a), 11.1(b) and 11.1(c) shall not limit the parties' obligations pursuant to the foregoing sentences.
Required Efforts. Employee shall devote his full time and effort to ---------------- the business and affairs of the Company in order to accomplish the tasks assigned to him under this Agreement, except in cases of Disability or Incapacity, as hereinafter defined. This Agreement shall not be construed to prevent the Employee from investing his personal assets in businesses which do not compete with Company.
Required Efforts. Notwithstanding the foregoing, in no event shall any party hereto be required to or otherwise file any lawsuit in order to cause the replacement and/or release and discharge of any Seller Guaranty or Seller Bond. After the Closing, Buyer will not, and will not permit any Acquired Company to, renew, extend, amend or supplement any loan, contract, lease or other obligation underlying any guarantee with respect to which Sellers and their Affiliates are not fully released and discharged as of the Closing Date in any manner that would extend or increase the Liability of Sellers or any Affiliate of Sellers without providing Sellers with evidence satisfactory to Sellers that Sellers and their Affiliates have been fully released and discharged.
Required Efforts. Parent shall use Diligent Efforts to achieve the Milestones.
Required Efforts. (a) Subject to the terms of this Agreement, each Party shall use, and shall cause its Affiliates to use, its best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably possible and in any event prior to the Outside Date.
Required Efforts. Notwithstanding the foregoing, in no event shall any party hereto be required to file any lawsuit or to take other legal action, make any amendment to any Seller Guarantee or waive any rights thereunder or pay any amount, in order to cause the replacement and/or release and discharge of any Seller Guarantee (provided, however, nothing in this sentence shall prohibit any party from taking such actions). After the Closing, Buyer will not, and will not permit any Company to, renew, extend, amend or supplement any loan, contract, lease or other obligation underlying any Seller Bond with respect to which Seller and its Affiliates are not fully released and discharged as of the Closing Date in any manner that would materially extend or materially increase the Liability of Seller or any Affiliate of Seller under such Seller Bond without providing Seller with evidence satisfactory to Seller that Seller and its Affiliates have been fully released and discharged from such Seller Bond.
Required Efforts. Employee shall devote sufficient working time and effort to the business and affairs of the Company as may be required to accomplish the tasks assigned to him under this Agreement.
Required Efforts. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each of the parties to this Agreement shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI and, in the case of Parent and its Affiliates, the Financing Agreements are satisfied and to consummate the transactions expressly contemplated by this Agreement and the Financing as promptly as practicable.
Required Efforts. Notwithstanding the foregoing, in no event shall ---------------- any party hereto be required to or shall file any lawsuit or to take other legal action, make any amendment to any Guarantee or waive any rights thereunder or pay any amount, in order to cause the replacement and/or release and discharge of any Guarantee without the prior written consent of the parties hereto. Furthermore, after the Closing, Buyer will not, and will not permit the Company or any of the Subsidiaries to, renew, extend, amend or supplement any loan, contract, lease or other obligation underlying any Guarantee with respect to which Cyprus Amax and the Continuing Affiliates are not fully released and discharged as of the Closing Date in any manner that would extend or increase the Liability of Cyprus Amax or any Continuing Affiliate without providing Cyprus Amax with evidence satisfactory to Cyprus Amax that Cyprus Amax and the Continuing Affiliates have been fully released and discharged.
