Common use of Approvals; HSR Filing; Consents Clause in Contracts

Approvals; HSR Filing; Consents. (a) Each of the Company and the Buyer shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable and, in any event, within 10 Business Days after the date hereof in the case of all filings required under the HSR Act and within two weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Body under any Antitrust Laws with respect to any such filing or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or any other Governmental Body under any Antitrust Laws with respect to any such filing or such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions. Each party shall promptly inform the other party hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. Neither party hereto will independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Either party may, as it deems advisable and necessary, reasonably, designate any competitively sensitive material provided to the other party under this Section 7.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each of the Company and the Buyer shall use its best efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging that any Contemplated Transaction is in violation of any Antitrust Law, each of the Company and the Buyer shall cooperate and use its best efforts to contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Contemplated Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Company and the Buyer decide that litigation is not in their respective best interests. Each of the Company and the Buyer shall use its best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each of the Company and the Buyer agree to use its best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to close the Contemplated Transactions as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any Order in any Action, that would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. (c) The Buyer and the Company shall reasonably cooperate with one another (i) in determining whether any other action by or in respect of, or filing with, any Governmental Body is required in connection with the consummation of the Contemplated Transactions and (ii) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith. Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall 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, as promptly as practicable, to transfer (or, if not transferable, reissue) to Buyer any Environmental Permits required for the lawful operation of the Real Property and the Business as of the Initial Closing Date.

Approvals; HSR Filing; Consents. (a) Each of the Company and the Buyer shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable and, in any event, within 10 fifteen (15) Business Days after the date hereof in the case of all filings required under the HSR Act and within two weeks as promptly as practicable in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest as promptly as reasonably practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the U.S. Federal Trade Commission (the “FTC”), ) or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Body under any Antitrust Laws with respect to any such filing or such transactionstransaction, and (iii) reasonably cooperate with each other and consult with each other in advance and consider in good faith the views of the other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or any other Governmental Body under any Antitrust Laws with respect to any such filing or such transaction. The Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees under the HSR Act or under any other applicable Antitrust Laws. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions. Each party shall promptly inform the other party hereto of any material oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transactionfilings. Neither party hereto will independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will reasonably consult in advance and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Either party may, as it deems advisable and necessary, reasonably, designate any competitively sensitive material provided to the other party under this Section 7.1 6.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each of the Company and the Buyer shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws. In connection therewith, if If any Action is instituted (or threatened to be instituted) challenging that any Contemplated Transaction is in violation of any Antitrust Law, each of the Company and the Buyer shall cooperate use its, and shall cause its Affiliates to use its their, respective, reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Contemplated Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Company and the Buyer decide that litigation is not in their respective best interests. Each of the Company and the The Buyer shall use its, and shall cause its Affiliates to use their respective, reasonable best efforts to take such action as may be required to obtain the required approvals and cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible practicable after the execution of this Agreement, and in any event, no later than to allow the Closing to occur prior to the Termination Date. In Notwithstanding anything to the contrary in this Agreement, in connection with and without limiting the foregoing, each of the Company and the Buyer agree to use shall, and shall cause its best efforts to Affiliates to, take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws Law that may be asserted by any federal, state and or local and non-United States antitrust or competition authority, so as to enable the parties to close the Contemplated Transactions as expeditiously as possiblepracticable, including committing to or effecting, by consent decree, hold separate orders, trust or otherwiseotherwise (i) license, sell, divest, or otherwise dispose of any subsidiaries, operations, divisions, specific assets, customers or categories of assets, product lines, or businesses of the sale Buyer or disposition its Affiliates (whether now owned or hereafter acquired by the Buyer or its Affiliates) or the Sold Companies or the Sold Subsidiaries, (ii) terminate any existing operations, relationships or contractual rights and obligations of such the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries, (iii) amend or terminate any licenses or other intellectual property agreements of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries and (iv) take actions or make behavioral commitments that may limit Buyer’s and its Affiliates’ or the Sold Companies or the Sold Subsidiaries’ freedom of action, rights of ownership or control in, one or more of its operations, divisions, businesses, product lines, customers or assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any Order in any Action, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Contemplated Transactions (each action contemplated in the foregoing clauses (i)-(iv), a “Divestiture Action”); provided, however, notwithstanding the foregoing, nothing in this Agreement shall require Buyer or its Affiliates to take or commit to take any Divestiture Action that, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of either (A) Buyer and its Affiliates, taken as a whole or (B) the Sold Companies and the Sold Subsidiaries, taken as a whole; provided, further, that in determining whether any Divestiture Action, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect, Schedule C shall apply. Buyer shall have the right to determine, direct and control the strategy and process by which the parties will seek approvals under Antitrust Laws, provided that Buyer shall exercise such authority in full compliance with the Company’s consultation, participation and other rights, and Buyer’s obligations, in each case as set forth in this Section 6.1, and for the avoidance of doubt, Buyer shall consult with the Company and consider in good faith the views of the Company prior to entering into any agreement, arrangement, undertaking or understanding (oral or written) with any Governmental Body under the Antitrust Laws with respect to the Contemplated Transactions. (c) The Buyer and the Company shall reasonably cooperate with one another (i) in determining whether any other action by or in respect of, or filing with, any Governmental Body is required in connection with the consummation of the Contemplated Transactions Transactions, and (ii) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith. Subject Notwithstanding the foregoing, the Company shall be solely responsible for obtaining any required consents and sending any required notices pursuant to or under the FCC Act with respect to the terms and conditions CyTerra Business in connection with the consummation of the Contemplated Transactions. (d) None of the Buyer nor its Affiliates shall take any action that would reasonably be expected to materially delay or increase the likelihood of not obtaining the applicable action, nonaction, waiver, clearance, consent or approval under the HSR Act or other Antitrust Laws or materially delay or decrease the likelihood of consummation of any of the Contemplated Transactions. Notwithstanding anything to the contrary set forth in this Agreementthe foregoing, nothing in Section 6.1(b) shall require Buyer, the Company or any of their respective Affiliates to take any action or to make any commitment with respect to any such action, in each case, which would bind Buyer, the Company or any of their respective Affiliates in the parties hereto shall 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 event the other parties in doing, all things necessary, proper or advisable, as promptly as practicable, to transfer (or, if Contemplated Transactions do not transferable, reissue) to Buyer any Environmental Permits required for the lawful operation of the Real Property and the Business as of the Initial Closing Dateoccur.

Approvals; HSR Filing; Consents. (a) Each of the Company and the Buyer shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the Contemplated Transactions set forth on Annex 8.1(e) as promptly as practicable and, in any event, within 10 ten (10) Business Days after the date hereof in the case of all filings required under the HSR Act Act, and as promptly as practicable and, in any event, within two weeks twenty (20) Business Days after the date hereof in the case of all other filings required by other Antitrust LawsLaws set forth on Annex 8.1(e), (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Body under any Antitrust Laws with respect to any such filing or such transactions, transactions and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or any other Governmental Body under any Antitrust Laws with respect to any such filing or such transaction. The Buyer acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees and other charges for the filings under the HSR Act or under any other applicable Antitrust Laws. Each party shall use its commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions. Each party shall promptly inform the other party hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. Neither party hereto will independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Either party may, as it deems advisable and necessary, reasonably, reasonably designate any competitively sensitive material provided to the other party under this Section 7.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b) Each of the Company and the Buyer shall use its best commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust Laws. In connection therewith, if If any Action is instituted (or threatened to be instituted) challenging that any Contemplated Transaction is in violation of any Antitrust Law, each of the Company and the Buyer shall cooperate use its, and shall cause its Affiliates to use its best their respective, commercially reasonable efforts to contest and resist any such Action, and to have vacated, lifted, reversed, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Contemplated Transactions, including by pursuing all available avenues of administrative and judicial appealappeal and all available legislative action, unless, by mutual agreement, the Company and the Buyer decide that litigation is not in their respective best interests. Each of the Company and the The Buyer shall use its, and shall cause its best Affiliates to use their respective, commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with Notwithstanding anything to the contrary in this Agreement, it is expressly understood and without limiting the foregoingagreed that, each of the Company while Buyer and the its Affiliates are obligated to litigate or contest any administrative or judicial Action, Order or any decree, Buyer and its Affiliates shall not be under any obligation to: (i) agree to use its best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to close the Contemplated Transactions as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust or otherwise, (ii) license, sell, divest, or otherwise dispose of any subsidiaries, operations, divisions, specific assets, customers or categories of assets, product lines, or businesses of the sale Buyer or disposition its Affiliates (whether now owned or hereafter acquired by the Buyer or its Affiliates) or the Sold Companies or the Sold Subsidiaries, (iii) terminate any existing operations, relationships or contractual rights and obligations of such the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries, (iv) amend or terminate any licenses or other intellectual property agreements of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries or (v) take actions or make behavioral commitments that may limit the Buyer’s and its Affiliates’ or the Sold Companies or the Sold Subsidiaries’ rights of ownership in, one or more of its operations, divisions, businesses, product lines, customers or assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any Order in any Action, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Contemplated Transactions. (c) The Buyer and the Company shall reasonably cooperate with one another (i) in determining whether any other action by or in respect of, or filing with, with any Governmental Body is required in connection with the consummation of the Contemplated Transactions and (ii) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith. Subject . (d) Notwithstanding the foregoing, nothing herein shall require the Company or its Subsidiaries to take any action of the type described in the last sentence of Section 7.1(b), or to make any commitment with respect to any such action, in each case, which would bind the Company or any of its Subsidiaries prior to the terms Closing or in the event the Contemplated Transactions do not occur. (e) The Buyer shall not, and conditions set forth in this Agreementshall not permit any of its Affiliates to, each take any action with the intention to, or that could reasonably be expected to (including by way of acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the parties hereto shall use its commercially reasonable efforts to takeassets of or equity in or otherwise making any investment in, or cause to be takenby any other manner, all actions, and to doany Person or portion thereof, or cause otherwise acquiring or agreeing to be doneacquire or making any investment in any assets, and or agreeing to assist and cooperate a commercial or strategic relationship with any Person) (i) impose any material delay in the other parties in doingobtaining of, all things necessaryor increase the risk of not obtaining, proper any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or advisableorder of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, as promptly as practicable, to transfer (or, if not transferable, reissueii) to Buyer increase the risk of any Environmental Permits required for Governmental Body entering an order prohibiting the lawful operation consummation of the Real Property and Contemplated Transactions or (iii) materially delay the Business as consummation of the Initial Closing DateContemplated Transactions.

Approvals; HSR Filing; Consents. (a) Each of the Company and the Buyer shall (i) make or cause to be made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act and the Buyer shall make or other Antitrust Laws cause to be made the Investment Canada Act Notification, both with respect to the Contemplated Transactions as promptly as practicable and, in any event, within 10 ten (10) Business Days after the date hereof in the case of all filings required under the HSR Act and within two weeks in the case of all other filings required by other Antitrust LawsAct, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws the Investment Canada Act for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), the Investment Review Division of Innovation, Science and Economic Development Canada (“IRD”) or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transactions, and (iii) reasonably cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division Division, IRD or any other Governmental Body under any Antitrust Laws or the Investment Canada Act with respect to any such filing or such transaction. The Buyer and the Company acknowledge and agree that they shall each pay (or if applicable, reimburse the other Party) half of all filing fees for the filings under the HSR Act or under any other applicable Antitrust Laws or the Investment Canada Act. Each party Party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Antitrust Law or the Investment Canada Act in connection with the Contemplated Transactions. Each party Party shall promptly inform the other party Party hereto of any substantive oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transactionfilings. Neither party Party hereto will independently participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other party Party hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties Parties hereto will reasonably consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either party Party hereto relating to proceedings under the HSR Act or other Antitrust Lawsthe Investment Canada Act. Either party Party may, as it deems advisable and necessary, reasonably, designate any competitively sensitive material provided to the other party Party under this Section 7.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (b. This Section 7.1(a) does not apply in respect of Taxes. Each of the Company and the Buyer shall use its best commercially reasonable efforts to obtain Investment Canada Act Clearance and to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under the Antitrust LawsLaws or the Investment Canada Act. In connection therewith, if If any Action is instituted (or threatened to be instituted) challenging that any Contemplated Transaction is in violation of under any Antitrust LawLaw or the Investment Canada Act, each of the Company and the Buyer shall cooperate use its, and shall cause its Affiliates to use its their, respective, reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Contemplated Transactions, or to obtain Investment Canada Act Clearance, including by pursuing all available avenues of administrative and judicial appealappeal or judicial review and all available legislative action, unless, by mutual agreement, the Company and the Buyer decide that litigation is not in their respective best interests. Each of Notwithstanding anything to the Company and contrary in this Agreement, the Buyer shall use its best efforts not be obligated to take such action as may be required agree to cause or accept any terms or conditions that would require the expiration Buyer to (i) license, sell, divest or otherwise dispose of any subsidiaries, operations, divisions, specific assets, customers or categories of assets, product lines or businesses of the notice periods under Buyer or its Affiliates (whether now owned or hereafter acquired by the HSR Act Buyer or its Affiliates) or the Sold Companies or the Sold Subsidiaries, (ii) terminate any existing operations, relationships or contractual rights and obligations of the Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries, (iii) amend or terminate any licenses or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each intellectual property agreements of the Company Buyer or its Affiliates or the Sold Companies or the Sold Subsidiaries and the Buyer agree to use its best efforts to (iv) take promptly any and all steps necessary to avoid actions or eliminate each and every impediment under any Antitrust Laws make behavioral commitments that may be asserted by any federallimit the Buyer’s and its Affiliates’ or the Sold Companies or the Sold Subsidiaries’ rights of ownership in, state and local and non-United States antitrust one or competition authority, so as to enable the parties to close the Contemplated Transactions as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the sale or disposition of such more of its operations, divisions, businesses, product lines, customers or assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any Order in any Action, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Contemplated Transactionstransactions contemplated by this Agreement or the Transition Services Agreement. Neither the Company nor any of its Affiliates shall agree to commit to any action described in the foregoing sentence without the prior written approval of and direction by the Buyer. (cb) The Buyer and the Company shall reasonably cooperate with one another (i) in determining whether any other action by or in respect of, or filing with, any Governmental Body is required in connection with the consummation of the Contemplated Transactions and (ii) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith. Subject This Section 7.1(b) does not apply in respect of Taxes. (c) Notwithstanding the foregoing, nothing herein shall require the Company or its Subsidiaries to take any action of the type described in the penultimate sentence of Section 7.1(a), or to make any commitment with respect to any such action, in each case, which would bind the Company or any of its Subsidiaries prior to the terms and conditions set forth Closing or in this Agreement, each of the parties hereto shall 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 event the other parties in doing, all things necessary, proper or advisable, as promptly as practicable, to transfer (or, if Contemplated Transactions do not transferable, reissue) to Buyer any Environmental Permits required for the lawful operation of the Real Property and the Business as of the Initial Closing Dateoccur.