Approvals, Filings and Defense of Proceedings Sample Clauses

Approvals, Filings and Defense of Proceedings. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its 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 under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using its best efforts: (i) to obtain, in addition to approvals contemplated by Section 4.4 hereof, any licenses, permits, consents, approvals, authorizations, qualifications and orders of federal, state, local and foreign governmental authorities as are required in connection with the consummation of the transactions contemplated hereby and by the Ancillary Agreements; (ii) to effect, in addition to the filings contemplated by Section 4.4 hereof, all necessary registrations and filings including, without limitation, required registrations and filings with foreign governmental authorities; (iii) to defend any lawsuits or other Legal Proceedings, whether judicial or administrative, whether brought derivatively or on behalf of third parties (including, without limitation, governmental agencies or officials), challenging this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby; and (iv) subject to appropriate confidentiality protections, to furnish to each other such information and assistance and to consult with respect to the terms of any registration, filing, application or undertaking as reasonably may be requested in connection with the foregoing. Notwithstanding anything to the contrary in this Section 4.6 or in Section 4.4 or 4.15, no party shall have the obligation under this Section 4.6 or under Section 4.4 or 4.15 to (i) dispose or cause any of its subsidiaries to dispose of any assets, (ii) license or cause any of its subsidiaries to license any technology or intellectual property rights, (iii) make any changes to its operations or proposed operations or to the operations or proposed operations of any of its subsidiaries or (iv) make any commitment (to any governmental authority or otherwise) regarding its future operations, or the future operations of any of its subsidiaries, or the future operations of the Business (even though the disposition of such assets, the granting of such licenses or the making of such change or commitment might facilitate the obtaining of a required approval from a governmental authority or ...