Common use of Certain Governmental Approvals Clause in Contracts

Certain Governmental Approvals. (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b)(iv) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) 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 Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (a) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (b) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (c) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Certain Governmental Approvals. (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b)(iv6.3(b)(iv) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) 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 Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (a) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (b) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (c) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Certain Governmental Approvals. (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b)(iv) belowAgreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) 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 Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicablepracticable (whether before or after the Closing Date), including (a) the obtaining of all necessary actions, waivers, consents consents, assignments and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory LawAuthority, (b) the obtaining of all necessary consents, approvals or waivers from third parties required to be obtained by ASD or Buyers, or their respective Subsidiaries in connection with the transactions contemplated by this Agreement, (c) the defending of any Actionslawsuits or other legal proceedings, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (c) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Certain Governmental Approvals. (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b)(iv) belowAgreement, each of the parties hereto shall Parties will use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, take (or cause to be taken, ) all actions, and to do, do (or cause to be done), and to assist and cooperate with the other parties Parties in doing, all things necessary, proper proper, or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this AgreementContemplated Transactions, as promptly as practicable, including (ai) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (bii) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (c) the compliance complying with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby Contemplated Transactions, (iii) litigating (or defending) against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction and any appeal) challenging the Contemplated Transactions as violative of any Law, and (div) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by this AgreementContemplated Transactions.

Certain Governmental Approvals. (a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 5.3(b)(iv) and (b)(v) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) 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 Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (ai) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law, (bii) the defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any Regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (ciii) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (div) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement.