Consents and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to (A) promptly make its respective filings, if any, under the HSR Act with respect to the Merger (and to cause its Affiliates to cooperate in any such filings) and (B) use its reasonable best efforts 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, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Parent and the Company will use their reasonable best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any Governmental Authorities or other persons, including parties to loan agreements or other debt instruments, in connection with the transactions contemplated by this Agreement, including the Merger, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations.
Consents and Efforts. Promptly after execution and delivery of -------------------- this Agreement, Buyer, Sellers and each of the Companies shall make all governmental filings required in connection with the transactions to be consummated pursuant to the Transaction Documents. Each of the Companies will, as promptly as practicable, commence to take all action required to obtain all Permits, consents, approvals and agreements of, and to give all notices and make all other filings with, any third parties, including governmental authorities, necessary to authorize, approve or permit the Sale; provided, however, that -------- ------- Buyer shall not be required to agree to any unfavorable or commercially unreasonable modification of any existing contract or agreement by Sellers or any of the Companies in order to obtain any such Permits, consents or approvals. In addition, subject to the terms and conditions herein provided, each of the Parties covenants and agrees to use its commercially reasonable efforts to take, or cause to be taken, all action or 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 the Transaction Documents and to cause the fulfillment of the Parties' obligations hereunder.
Consents and Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Partnership and General Partner on the one hand and Parent and MergerCo on the other hand agree to use their respective reasonable best efforts 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 party hereto in doing, all things necessary, proper or advisable under applicable Laws (including without limitation the HSR Act) to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated herein. The parties will use their reasonable best efforts and cooperate with each other (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any Contract) under any applicable Law or from any Governmental Authorities or other Persons, including parties to loan agreements or other debt instruments, in connection with the transactions contemplated herein and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations and to use their respective reasonable best efforts to cause to be lifted or rescinded any injunction or restraining order or other order, injunction or decree adversely affecting the ability of the parties to consummate the Merger.
Consents and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts 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, proper or advisable under applicable laws and regulations to close and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. The Buyer and the Seller will use their reasonable best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits (including, without limitation, the Material Permits) or authorizations are required to be obtained (or which, if not obtained, would have a Material Adverse Effect or would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments, in connection with the transactions contemplated by this Agreement, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits (including, without limitation, the Material Permits) or authorizations.
Consents and Efforts. 31 6.4 Other Offers................................................33 6.5
Consents and Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to (A) promptly make its respective filings under the HSR Act with respect to the Merger and (B) use its commercially reasonable efforts 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, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger, the Stock Purchase and the other transactions contemplated by this Agreement. Parent, Sub and the Company will use their reasonable best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments, in connection with the transactions contemplated by this Agreement, including the Merger and the Stock Purchase, and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations.
Consents and Efforts. As soon as practicable after execution of this -------------------- Agreement, Seller and Buyer shall cooperate to take all reasonable action required to timely obtain all consents, approvals and agreements of, and to give all notices and make all filings with, any third parties and Governmental Authorities necessary to authorize, approve or permit the full and complete sale, conveyance, assignment or transfer of all of the Acquired Assets, including, without limitation, the Department of Management and Budget State Purchasing Director, the State of Michigan Attorney General, DCH and OFIS (each as required by Law). In addition, subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use commercially reasonable efforts to take, or cause to be taken, all action or 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 hereby as soon as is reasonably possible, including, without limitation, negotiating in good faith to achieve agreement regarding any deletions or modifications required by Governmental Authorities. Moreover, the Parties shall use commercially reasonable efforts to cause all the conditions in Article V hereof to be satisfied.
Consents and Efforts. 8 Buyer will, as soon as practicable, commence to take all action required to obtain 9 all Permits, consents, clearances, approvals and agreements of, and to give all notices and 10 make all other filings with, any third parties, including governmental authorities, 11 necessary to authorize, approve or permit the full and complete sale, conveyance, 12 assignment or transfer of the Purchased Assets and the Leased Equipment. In addition, 13 subject to the terms and conditions herein provided, each of the parties hereto covenants 14 and agrees to use commercially reasonable efforts to take, or cause to be taken, all action 15 or do, or cause to be done, all things necessary, proper or advisable under applicable laws 16 and regulations to consummate and make effective the transactions contemplated hereby 17 and to cause the fulfillment of the parties' obligations hereunder; it being understood that 18 the obtaining of all requested Permits, clearances, consents and approvals (including, 19 without limitation, consents or approvals of lessors under Equipment Leases to transfer 20 Leased Equipment to Buyer) is not a condition to any party's obligation to consummate 21 the transactions contemplated by this Agreement.
