Consummation of Transactions Sample Clauses

Consummation of Transactions. Each party shall use all 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 and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions (which efforts shall not include any obligation of the Company or its Affiliates to bid more than the Company deems appropriate, in its sole discretion, to acquire PCS Licenses in the Auction), which efforts shall include, without limitation, the following: (a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including the approval of this Agreement and the Transactions under the HSR Act and by all Governmental Authorities, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. Each party shall pay any filing or comparable fees required to be paid by such party under the HSR Act. (b) Each party shall furnish to the other party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by such party or any other party in connection with the Transactions. (c) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. (d) Nothing in this Agreement shall be construed to require Purchaser to consummate the Transactions if any Consent by the FCC, FTC or DOJ expressly would require that it or any of its Affiliates (i) divest or hold separate any of its assets existing as of the date hereof or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets existing as of the date hereof; provided, however, that this Section 5.1(d) shall not apply to any FCC, FTC or DOJ requirement to Consent for the Transactions arising from or relating to any actions taken by Purchaser or its Affilia...

Consummation of Transactions. The Transactions shall have been consummated and the consummation thereof shall be in compliance in all material respects with all applicable Laws (including Gaming Laws and Regulation T, Regulation U and Regulation X) and all applicable Gaming Approvals and other applicable regulatory approvals. After giving effect to the Transactions, there shall be no conflict with, or default under, any material Contractual Obligation of Borrower and its Restricted Subsidiaries (except as Administrative Agent shall otherwise agree)).

Consummation of Transactions. From and after the date of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to perform its obligations under this Agreement and to consummate the Transactions as soon as reasonably practicable.

Consummation of Transactions. All of the transactions contemplated by the Transaction Documents to be completed on or before the applicable Closing Date shall have been consummated or shall be consummated concurrently with the transactions contemplated hereby, and the Purchaser shall have received executed copies of the Transaction Documents (which shall be in full force and effect).

Consummation of Transactions. (i) (a) Each of the Transaction Documents shall be in form and substance reasonably satisfactory to the Requisite Lenders and each such Transaction Document shall have been duly executed and delivered by each party thereto and shall be in full force and effect; and (b) all other conditions set forth in the Transaction Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived with the written consent of the Lenders; (ii) The Equity Contribution shall have been made on terms reasonably acceptable to the Requisite Lenders; (iii) Holdings shall have received not less than $115,000,000 in gross cash proceeds from its borrowings under the Holdings Credit Agreement, which proceeds shall be applied to repay in full all amounts due or outstanding in respect of the Bank of Montreal Indebtedness; (iv) All amounts due or outstanding in respect of the Bank of Montreal Indebtedness shall have been (or substantially simultaneously with the closing under the Holdings Credit Agreement shall be) paid in full, all commitments in respect thereof terminated and all guarantees thereof and security therefore discharged and released, and the Administrative Agent and the Requisite Lenders shall have received reasonably satisfactory evidence thereof; and (v) After giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Company and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) the Term Loans, (b) Indebtedness under the Revolving Credit Documents, (c) the Senior Secured Notes, (d) Indebtedness of Holdings under the Holdings Credit Documents and (e) Indebtedness listed on Schedule 6.1.

Consummation of Transactions. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use their best efforts to take, or cause to be taken, all such actions and to do, or cause to be done, all other things necessary to carry out its obligations hereunder and to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including satisfying the conditions to the obligations of the other parties and obtaining all waivers, permits, consents and approvals and effecting all registrations, filings and notices with or to third parties or governmental or public bodies or authorities which are necessary in connection with the transactions contemplated by this Agreement; provided that this Section 7.5 shall not require either party to waive any condition for its benefit or any performance hereunder by the other party or to make any payment to any third party, whether private or governmental, or to expend any funds or incur any economic burden in connection with obtaining the consent of any third party, whether private or governmental; and provided further that this Section 7.5 shall not require any party to take any action the result of which, in its reasonable judgment, would be to impose material limitations on its ability to consummate and retain the full benefits of the transactions contemplated hereby. The Companies and the Shareholders shall assist Buyer in securing assignments of any Contracts included in the Acquired Assets assigned hereunder.

Consummation of Transactions. 9 6.2 Confidentiality..................................................10 6.3

Consummation of Transactions. Each of the parties agrees to use its best efforts to bring about the satisfaction of the conditions required to be performed, fulfilled or complied with by it hereunder and to take or cause to be taken, all 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 as expeditiously as practicable. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the appropriate party will take all such necessary action, including without limitation, the execution and delivery of such further instruments and documents as may be reasonably requested by the other party or parties for such purposes or otherwise to complete or perfect the transactions contemplated hereby.

Consummation of Transactions. Each of the Transactions shall have been consummated on terms that conform in all material respects to the description thereof in the Offering Circular.