Common use of Best Efforts; Further Assurance Clause in Contracts

Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, the parties hereto shall use their respective best efforts to take, or cause to be taken, all actions (including instituting litigation or any other Action) and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicable, including preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary or desirable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary or desirable to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicable. The parties hereto agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, and to the extent required by Applicable Law, each of the parties hereto shall, as promptly as practicable and in any event within 10 Business Days of the date hereof, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and by the Ancillary Agreements, (ii) take such action as is necessary and advisable to comply with the requirements of the Canadian Competition Act and (iii) shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or the Canadian Competition Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or the Canadian Competition Act as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or any Ancillary Agreement under the HSR Act, the Canadian Competition Act or any other similar Applicable Law, or if any Action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement or any Ancillary Agreement as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, Partner shall use its best efforts to promptly resolve such objections. In furtherance of the foregoing, Partner shall, and shall cause its Subsidiaries and Affiliates to, take all actions, including agreeing to hold separate or to divest any of the businesses or properties or assets of Partner or any of its Affiliates and any assets of the Company, terminating any existing relationships and contractual rights and obligations, terminating any venture or other arrangement, creating any relationship, contractual rights or obligations of the Company or Partner or any of its Affiliates, effectuating any other change or restructuring of the Company or Partner or any of its Affiliates and opposing, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either (A) or (B) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company, by consenting to such action), as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, the Canadian Competition Act or any other similar Applicable Law or (y) by any domestic or foreign court or other tribunal, in any Action challenging such transactions as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement as soon as practicable.

Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, the parties each party hereto shall will use their respective its commercially reasonable best efforts to take, or cause to be taken, all actions (including instituting litigation or any other Action) and to do, or cause to be done, all things necessary or desirable under Applicable Law applicable laws and regulations to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicableany other Transaction Document. Each party agrees to, including preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary or desirable filingsshall cause its Affiliates to, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary or desirable to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicable. The parties hereto agree to execute and deliver such other documents, certificates, agreements and other writings (including any financing statement filings requested by the Buyer) and to take perform such other actions additional acts, as may be reasonably requested and necessary or desirable in order appropriate to carry out and effectuate all of the provisions of this Agreement and any other Transaction Document and to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, and to the extent required by Applicable Law, each of the parties hereto shall, as promptly as practicable and in any event within 10 Business Days of the date hereof, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and by the Ancillary Agreements, (ii) take such action as is necessary and advisable to comply with the requirements of the Canadian Competition Act and (iii) shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or the Canadian Competition Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or the Canadian Competition Act as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or any Ancillary Agreement under the HSR Act, the Canadian Competition Act or any other similar Applicable Law, or if any Action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement and any other Transaction Document. (b) The parties hereto shall cooperate and provide assistance as reasonably requested by the other parties in connection with any litigation, arbitration or other proceeding (whether threatened, existing, initiated, or contemplated prior to, on or after the Effective Date) to which any party hereto or any Ancillary Agreement of its officers, directors, shareholders, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as violative of the HSR Actto which any such Persons have a direct or indirect interests, in each case relating to this Agreement, any other Transaction Document, the Canadian Competition Act Royalty Interests or any other similar Applicable LawCollateral, Partner shall use its best efforts or the transactions described herein or therein but in all cases excluding any litigation brought any party against any other party to promptly resolve such objections. In furtherance of the foregoing, Partner shallany Transaction Document (except as provided in any indemnity provision pursuant hereto or thereto). (c) Dyax agrees to, and shall cause its Subsidiaries and respective Affiliates to, take all actionsdeliver such additional information, including agreeing to hold separate or to divest any of the businesses or properties or assets of Partner or any of its Affiliates execute such additional agreements and any assets of the Company, terminating any existing relationships and contractual rights and obligations, terminating any venture or other arrangement, creating any relationship, contractual rights or obligations of the Company or Partner or any of its Affiliates, effectuating any other change or restructuring of the Company or Partner or any of its Affiliates and opposing, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry ofwritings, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either (A) or (B) perform such additional acts as may be reasonably requested by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority Buyer in connection with any the transfer of all or a portion of the foregoing Royalty Interests to a bankruptcy-remote Affiliate of the Buyer, the preparation of materials for due diligence, and the provision of information to third parties, including governmental agencies and rating agencies in connection with the case borrowing of actions by money or with respect to the Companyissuance of securities backed, in whole or part, by consenting to such action), as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, the Canadian Competition Act or any other similar Applicable Law or (y) by any domestic or foreign court or other tribunal, in any Action challenging such transactions as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement as soon as practicableRoyalty Interests.

Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, the parties hereto shall Buyer and Seller will use their respective best commercially reasonable efforts to take, or cause to be taken, all actions (including instituting litigation or any other Action) and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicableAgreement, including preparing and (i) determining whether any action by or in respect of, or filing as promptly as practicable with with, any Governmental Authority is required, or other third party all documentation to effect all necessary or desirable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvalsany actions, consents, registrations, permits, authorizations and other confirmations approvals or waivers are required to be obtained from parties to any Governmental Authority or other third party that are necessary or desirable to consummate material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) taking such actions, making such filings and furnishing information required in connection therewith, and seeking to obtain on a timely basis any such actions, consents, approvals or waivers from such parties. No party shall be obligated to make any payment to any Person to obtain any consent, approval or waiver of such Person under any contract. (b) Each of Buyer and Seller shall (i) make an appropriate filing of a Notification and Report Form pursuant to the Ancillary Agreements HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days of the date hereof, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The parties hereto Buyer shall promptly take (and shall cause its Affiliates to promptly take) any and all action necessary, including participating in and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority or private party relating to this Agreement or the transactions contemplated hereby, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order that would have the effect of preventing or delaying the Closing and to resolve the objections, if any, that any Governmental Authority or private party may assert under any Applicable Law with respect to the transactions contemplated by this Agreement, and, consistent with the foregoing, to avoid or eliminate each and every impediment under any Applicable Law asserted by any Governmental Authority or private party with respect to the purchase by Buyer of the Business so as to enable the Closing to occur as soon as reasonably possible. (c) Each of Buyer and Seller shall promptly inform the other party upon receipt of any communication from any Governmental Authority or private party regarding any of the transactions contemplated by this Agreement. If Buyer or Seller (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the transactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request. No party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Authority without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. Buyer shall advise Seller promptly of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with any Governmental Authority in connection with the transactions contemplated by this Agreement. For the avoidance of doubt and irrespective of whether the sale of the Business occurs, Buyer shall not require Seller or any of its Subsidiaries to, and neither Seller nor any of its Subsidiaries shall be required to, take any action with respect to any Order or any applicable Law which would bind Seller or any of its Subsidiaries. (d) Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Agreement and to vest in Buyer good and (b) In furtherance and not in limitation of the foregoing, and to the extent required by Applicable Law, each of the parties hereto shall, as promptly as practicable and in any event within 10 Business Days of the date hereof, (iapplicable) make an appropriate filing of a Notification and Report Form pursuant marketable title to the HSR Act with respect to the transactions contemplated hereby and by the Ancillary AgreementsPurchased Assets; provided that such documents, (ii) take such action as is necessary and advisable to comply with the requirements of the Canadian Competition Act and (iii) certificates, agreements, other writings or actions shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act not require Seller or the Canadian Competition Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or the Canadian Competition Act as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or any Ancillary Agreement under the HSR Act, the Canadian Competition Act its Subsidiaries or any other similar Applicable LawPerson to make any additional representations, warranties or if any Action is instituted covenants, express or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by implied, not contained in this Agreement or any Ancillary Agreement as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, Partner shall use its best efforts to promptly resolve such objections. In furtherance of the foregoing, Partner shall, and shall cause its Subsidiaries and Affiliates to, take all actions, including agreeing to hold separate or to divest any of the businesses or properties or assets of Partner or any of its Affiliates and any assets of the Company, terminating any existing relationships and contractual rights and obligations, terminating any venture or other arrangement, creating any relationship, contractual rights or obligations of the Company or Partner or any of its Affiliates, effectuating any other change or restructuring of the Company or Partner or any of its Affiliates and opposing, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either (A) or (B) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company, by consenting to such action), as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, the Canadian Competition Act or any other similar Applicable Law or (y) by any domestic or foreign court or other tribunal, in any Action challenging such transactions as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement as soon as practicableAgreement.

Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, the parties hereto shall Buyer and Seller will use their respective best commercially reasonable efforts to take, or cause to be taken, all actions (including instituting litigation or any other Action) and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicableAgreement, including preparing and (i) determining whether any action by or in respect of, or filing as promptly as practicable with with, any Governmental Authority is required, or other third party all documentation to effect all necessary or desirable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvalsany actions, consents, registrations, permits, authorizations and other confirmations approvals or waivers are required to be obtained from parties to any Governmental Authority or other third party that are necessary or desirable to consummate material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) taking such actions, making such filings and furnishing information required in connection therewith, and seeking to obtain on a timely basis any such actions, consents, approvals or waivers from such parties. No Party shall be obligated to make any payment to any Person to obtain any consent, approval or waiver of such Person under any Contract. (b) Each of Buyer and Seller shall (i) make an appropriate filing of a Notification and Report Form pursuant to the Ancillary Agreements HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (10) Business Days of the Effective Date, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The parties hereto Buyer shall promptly take (and shall cause its Affiliates to promptly take) any and all action necessary, including participating in and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority or private party relating to this Agreement or the transactions contemplated hereby, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order that would have the effect of preventing or delaying the Closing and to resolve the objections, if any, that any Governmental Authority or private party may assert under any Applicable Law with respect to the transactions contemplated by this Agreement, and, consistent with the foregoing, to avoid or eliminate each and every impediment under any Applicable Law asserted by any Governmental Authority or private party with respect to the purchase by Buyer of the Shares so as to enable the Closing to occur as soon as reasonably possible. (c) Each of Buyer and Seller shall promptly inform the other Party upon receipt of any communication from any Governmental Authority or private party regarding any of the transactions contemplated by this Agreement. If Buyer or Seller (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the transactions contemplated by this Agreement, then such Party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other Party, an appropriate response to such request. No Party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Authority without giving the other Party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. Buyer shall advise Seller promptly of any understandings, undertakings or Contracts (oral or written) which Buyer proposes to make or enter into with any Governmental Authority in connection with the transactions contemplated by this Agreement. For the avoidance of doubt and irrespective of whether the sale of the Business occurs, Buyer shall not require Seller or any of its Affiliates to, and neither Seller nor any of its Affiliates shall be required to, take any action with respect to any order of any Governmental Authority or any Applicable Law which would bind Seller or any of its Affiliates. (d) Seller and Buyer agree to execute and deliver such other documents, certificates, agreements Contracts and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, Agreement and to the extent required by Applicable Law, each of the parties hereto shall, as promptly as practicable vest in Buyer good and in any event within 10 Business Days of the date hereof, (i) make an appropriate filing of a Notification and Report Form pursuant marketable title to the HSR Act with respect to the transactions contemplated hereby and by the Ancillary AgreementsShares; provided that such documents, (ii) take such action as is necessary and advisable to comply with the requirements of the Canadian Competition Act and (iii) certificates, Contracts, other writings or actions shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act not require Seller or the Canadian Competition Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or the Canadian Competition Act as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or any Ancillary Agreement under the HSR Act, the Canadian Competition Act its Affiliates or any other similar Applicable LawPerson to make any additional representations, warranties or if any Action is instituted covenants, express or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by implied, not contained in this Agreement or any Ancillary Agreement as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, Partner shall use its best efforts to promptly resolve such objections. In furtherance of the foregoing, Partner shall, and shall cause its Subsidiaries and Affiliates to, take all actions, including agreeing to hold separate or to divest any of the businesses or properties or assets of Partner or any of its Affiliates and any assets of the Company, terminating any existing relationships and contractual rights and obligations, terminating any venture or other arrangement, creating any relationship, contractual rights or obligations of the Company or Partner or any of its Affiliates, effectuating any other change or restructuring of the Company or Partner or any of its Affiliates and opposing, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either (A) or (B) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company, by consenting to such action), as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, the Canadian Competition Act or any other similar Applicable Law or (y) by any domestic or foreign court or other tribunal, in any Action challenging such transactions as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement as soon as practicableAgreement.

Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, the parties hereto shall Buyer and Seller will use their respective best efforts to take, or cause to be taken, all actions (including instituting litigation or any other Action) and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicableAgreement, including preparing and (i) determining whether any action by or in respect of, or filing as promptly as practicable with with, any Governmental Authority is required, or other third party all documentation to effect all necessary or desirable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvalsany actions, consents, registrations, permits, authorizations and other confirmations approvals or waivers are required to be obtained from parties to any Governmental Authority or other third party that are necessary or desirable to consummate material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) taking such actions, making such filings and furnishing information required in connection therewith, and seeking to obtain on a timely basis any such actions, consents, approvals or waivers from such parties. No party shall be obligated to make any payment to any Person to obtain any consent, approval or waiver of such Person under any contract. (b) Each of Buyer and Seller shall (i) make an appropriate filing of a Notification and Report Form pursuant to the Ancillary Agreements HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 20 Business Days of the Execution Date, (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) subject to Section 7.01(c), take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicablepossible. (c) Each of Buyer and Seller shall cooperate and use all commercially reasonable efforts to promptly take (and shall cause their respective Affiliates to promptly take) any and all action necessary, including participating in and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority or private party relating to this Agreement or the transactions contemplated hereby, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order that would have the effect of preventing or delaying the Closing and to resolve the objections, if any, that any Governmental Authority or private party may assert under any Applicable Law with respect to the transactions contemplated by this Agreement, and, consistent with the foregoing, to avoid or eliminate each and every impediment under any Applicable Law asserted by any Governmental Authority or private party with respect to the purchase by Buyer of the Business so as to enable the Closing to occur as soon as reasonably possible; provided, however, that Buyer will not be required to place any material restrictions on Buyer and its Affiliates pre-existing or future business, and none of Buyer or its Affiliates shall be required to dispose of any of their respective assets. (d) Each of Buyer and Seller shall promptly inform the other party upon receipt of any written notice or written communication from any Governmental Authority or third party regarding any of the transactions contemplated by this Agreement. The parties hereto If Buyer or Seller (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the transactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request. No party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Authority without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. Buyer shall advise Seller promptly of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with any Governmental Authority in connection with the transactions contemplated by this Agreement. For the avoidance of doubt and irrespective of whether the sale of the Business occurs, Buyer shall not require Seller or any of its Subsidiaries to, and neither Seller nor any of its Subsidiaries shall be required to, take any action with respect to any Order or any applicable Law which would bind Seller or any of its Subsidiaries. (e) Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, Agreement and to the extent required by Applicable Law, each of the parties hereto shall, as promptly as practicable and vest in any event within 10 Business Days of the date hereof, (i) make an appropriate filing of a Notification and Report Form pursuant Buyer good title to the HSR Act with respect to the transactions contemplated hereby and by the Ancillary AgreementsPurchased Assets; provided that such documents, (ii) take such action as is necessary and advisable to comply with the requirements of the Canadian Competition Act and (iii) certificates, agreements, other writings or actions shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act not require Seller or the Canadian Competition Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or the Canadian Competition Act as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or any Ancillary Agreement under the HSR Act, the Canadian Competition Act its Subsidiaries or any other similar Applicable LawPerson to make any additional representations, warranties or if any Action is instituted covenants, express or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by implied, not contained in this Agreement or any Ancillary Agreement as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, Partner shall use its best efforts to promptly resolve such objections. In furtherance of the foregoing, Partner shall, and shall cause its Subsidiaries and Affiliates to, take all actions, including agreeing to hold separate or to divest any of the businesses or properties or assets of Partner or any of its Affiliates and any assets of the Company, terminating any existing relationships and contractual rights and obligations, terminating any venture or other arrangement, creating any relationship, contractual rights or obligations of the Company or Partner or any of its Affiliates, effectuating any other change or restructuring of the Company or Partner or any of its Affiliates and opposing, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated hereby and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transactions contemplated hereby, including in the case of either (A) or (B) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company, by consenting to such action), as may be required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act, the Canadian Competition Act or any other similar Applicable Law or (y) by any domestic or foreign court or other tribunal, in any Action challenging such transactions as violative of the HSR Act, the Canadian Competition Act or any other similar Applicable Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement as soon as practicableAgreement.