Common use of Commercially Reasonable Efforts; Certain Governmental Matters Clause in Contracts

Commercially Reasonable Efforts; Certain Governmental Matters. Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Assignment and Assumption Agreement, including: (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Assignment and Assumption Agreement and the transactions contemplated hereby and thereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Entity); (ii) to satisfy the conditions precedent to the obligations of such party hereto and thereto; (iii) to obtain any and all Consents; (iv) without limiting the generality of clause (iii) of this Section 7.6, to effect all registrations, filings and transfers of Licences (to the extent transferable) necessary for the operation of the Business and required under applicable Laws; (v) to obtain any other consents, authorizations or approvals, and to make any other notices, required to be obtained or made by the Purchaser, GLC NewCo or the Vendor in connection with the acquisition of Assets or the taking of any action 39 contemplated by this Agreement or the Assignment and Assumption Agreement; and (vi) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Assets, the assumption of the Assumed Liabilities or this Agreement or the Assignment and Assumption Agreement.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Assignment and Assumption Agreement, including: , without limitation, to (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Assignment and Assumption Agreement and the transactions contemplated hereby and thereby (which actions shall include include, without limitation, furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental EntityAuthority); , (ii) to satisfy the conditions precedent to the obligations of such the other party hereto and thereto; hereto, (iii) to obtain any and all Consents; (iv) without limiting the generality of clause (iii) of this Section 7.6consent, to effect all registrationsauthorization, filings and transfers of Licences (to the extent transferable) necessary for the operation of the Business and required under applicable Laws; (v) to obtain order or approval of, or any exemption by, any Governmental Authority or other consents, authorizations public or approvals, and to make any other notices, private third party required to be obtained or made by the Purchaser, GLC NewCo Purchaser or the Vendor Asset Selling Corporations or any of their respective Affiliates in connection with the acquisition of the Conveyed Assets or the taking of any action 39 contemplated by this Agreement Agreement, (iv) to the extent that the terms of certain Environmental Permits or the Assignment Environmental Laws pursuant to which those Environmental Permits were issued allow those Environmental Permits to be transferred or assigned to Purchaser, to convey or assign those Environmental Permits to the Purchaser at the Closing (to the extent that the terms of certain Environmental Permits or the Environmental Laws pursuant to which those Environmental Permits were issued do not allow those Environmental Permits to be transferred or assigned, Pfizer and Assumption Agreement; the Asset Selling Corporations shall cooperate fully with Purchaser in its efforts to have those Environmental Permits reissued or to have new Environmental Permits issued to Purchaser effective as of the Closing Date or as soon thereafter as practicable), and (viv) to take any action reasonably necessary to vigorously defend, lift, mitigate, or mitigate and/or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Assets, the assumption of the Assumed Liabilities Conveyed Assets or this Agreement Agreement, including promptly appealing any adverse court or the Assignment and Assumption Agreementadministrative decision.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein provided, each of the parties hereto Parties agrees to cooperate and to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement Agreement, in the most expeditious manner practicable, including the satisfaction of the respective conditions set forth in Articles VII and VIII. Each of the Parties will use its commercially reasonable efforts to obtain or transfer any and all Permits and any and all licenses, consents and approvals of all third parties, and make all necessary filings under the Connecticut Transfer of Establishments Act, Conn. Gen. State 22a-134 et seq. (the "Transfer Act") and Section 22a-6o of the Connecticut General Statutes (the "Permit Transfer Statute"), as are necessary to the consummation of the transactions contemplated by this Agreement. Without limitation of the foregoing, Purchaser and its Affiliates agree to post any security deposit or parent guarantee reasonably requested by the lessor(s) of any Leased Real Property in connection with the assignment of the lease thereof to Purchaser and the Assignment release of Sellers and Assumption Agreementtheir Affiliates from any liability or obligation thereunder following the Closing. All fees and expenses incurred by the Parties in connection with obtaining such Permits and such licenses, including: consents and approvals shall be borne by the Party incurring such costs and treated in accordance with Section 11.8. In furtherance of the foregoing, each of the Parties shall take all actions necessary to obtain such Permits and such licenses, consents and approvals including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Assignment and Assumption Agreement and the transactions contemplated hereby and thereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings entering into negotiations with any Governmental Entity); Authority, (ii) promptly complying with (or properly seeking to satisfy reduce the conditions precedent to the obligations scope of) all formal or informal requests for additional information or documentary material received by such Party or any of such party hereto and thereto; its Affiliates from any Governmental Authority, (iii) promptly making proposals to obtain any Governmental Authority, and all Consents; (iv) without limiting keeping the generality other Parties informed of clause any material communication with any Governmental Authority. Notwithstanding anything to the contrary in this Agreement, the Parties shall not be obligated to take any actions listed in clauses (iiii)-(iv) of this Section 7.6, 5.3(a) which would reasonably be expected to effect all registrations, filings materially and transfers of Licences (to adversely impact the extent transferable) necessary for the operation of the Business and required under applicable Laws; (v) to obtain any other consents, authorizations or approvals, and to make any other notices, required to be obtained or made by the Purchaser, GLC NewCo or the Vendor in connection with the acquisition of Assets or the taking of any action 39 contemplated by this Agreement or the Assignment and Assumption Agreement; and (vi) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Assets, the assumption of the Assumed Liabilities or this Agreement or the Assignment and Assumption AgreementBusiness.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein provided, each of the parties hereto Parties agrees to cooperate and to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Assignment and Assumption Agreement, including: in the most expeditious manner practicable, including the satisfaction of the respective conditions set forth in Articles VII and VIII. Each of the Parties will use its commercially reasonable efforts to obtain any and all Permits and any and all licenses, consents and approvals of all third parties as are necessary to the consummation of the transactions contemplated by this Agreement. All fees and expenses incurred by the Parties in connection with obtaining such Permits and such licenses, consents and approvals shall be borne by the Party incurring such costs and treated in accordance with Section 11.8. In furtherance of the foregoing, Purchaser shall take all actions necessary to obtain such Permits and such licenses, consents and approvals including (i) entering into negotiations with any Governmental Authority, (ii) promptly complying with (or properly seeking to comply reduce the scope of) all formal or informal requests for additional information or documentary material received by it or any of its Affiliates from any Governmental Authority, (iii) promptly making proposals to any Governmental Authority, (iv) entering into such agreements with all legal requirements which any Governmental Authority to divest assets as may be imposed on it with respect necessary to this Agreement and the Assignment and Assumption Agreement and obtain approval of the transactions contemplated hereby and thereby (which actions shall include furnishing all information required by applicable Law in connection with approvals v) keeping Seller informed of or filings any material communication with any Governmental Entity); (ii) to satisfy the conditions precedent Authority. Notwithstanding anything to the obligations of such party hereto and thereto; contrary in this Agreement, Purchaser shall not be obligated to take any actions listed in clauses (iii) to obtain any and all Consents; (iv) without limiting the generality of clause (iiii)-(iv) of this Section 7.6, to effect all registrations, filings and transfers of Licences 5.3(a) which (i) are required or requested by a Governmental Authority that are not related to the extent transferablesale and transfer of the Purchased Assets and Equity Interests but rather are solely related to the actions of Seller, the Seller Entities, the Conveyed Companies, any of their respective Affiliates or companies in the industries related to the Business or the L Tape Product Line and (ii) necessary for the operation of would reasonably be expected to materially and adversely impact the Business and required under applicable Laws; (v) to obtain any other consentsthe L Tape Product Line, authorizations or approvals, and to make any other notices, required to be obtained or made by the Purchaser, GLC NewCo or the Vendor in connection with the acquisition of Assets or the taking of any action 39 contemplated by this Agreement or the Assignment and Assumption Agreement; and (vi) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Assets, the assumption of the Assumed Liabilities or this Agreement or the Assignment and Assumption Agreementtaken as a whole.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including Section 2.3), each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Assignment and Assumption Agreement, including: (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Assignment and Assumption Agreement and the transactions contemplated hereby and thereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental EntityAuthority); (ii) to satisfy the conditions precedent to the obligations of such party hereto and theretohereto; (iii) to obtain any and all Governmental Consents; (iv) without limiting the generality of clause (iii) of this Section 7.65.3(a), to effect all registrations, filings and transfers of Licences Governmental Authorizations (to the extent transferable) necessary for the operation of the Business and required under Environmental Laws and other applicable Laws; (v) to obtain any other consents, authorizations or approvals, and to make any other notices, required to be obtained or made by the Purchaser, GLC NewCo either Seller, any Seller Corporation or the Vendor any Conveyed Company in connection with the acquisition of the Shares and the Purchased Assets or the taking of any action 39 contemplated by this Agreement or the Assignment and Assumption Agreement; and (vi) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Shares and the Purchased Assets, the assumption of the Assumed Liabilities or this Agreement Agreement, including promptly appealing any adverse court or the Assignment and Assumption Agreementadministrative decision.

Commercially Reasonable Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein provided, each of the parties hereto Parties agrees to cooperate and to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Assignment and Assumption Agreement, including: (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement in the most expeditious manner practicable, including the satisfaction of the respective conditions set forth in Articles VI and VII. Each of the Assignment and Assumption Agreement and the transactions contemplated hereby and thereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Entity); (ii) to satisfy the conditions precedent to the obligations of such party hereto and thereto; (iii) Parties will use its commercially reasonable efforts to obtain any and all Consents; Permits and any and all licenses, consents and approvals of all third parties as are necessary to the consummation of the transactions contemplated by this Agreement. Except as set forth in Section 5.3(b), all fees and expenses incurred by the Parties in connection with obtaining such Permits and such licenses, consents and approvals shall be borne and treated in accordance with Section 10.8. In furtherance of the foregoing, each of Purchaser and Seller shall take all commercially reasonable actions necessary to obtain such Permits and such licenses, consents and approvals including, in the case of any such Permits and any such licenses, consents and approvals required from any Governmental Authority (ivi) without limiting entering into negotiations with any such Governmental Authority, (ii) promptly complying with (or properly seeking to reduce the generality scope of) all formal or informal requests for additional information or documentary material received by it or any of clause its Affiliates from any such Governmental Authority, (iii) keeping the other Parties informed of any material communication with any such Governmental Authority; provided, however, that nothing in this Section 7.6, 5.3(a) shall require or be construed to effect all registrations, filings and transfers of Licences (to the extent transferable) necessary for the operation of the Business and required under applicable Laws; (v) to obtain any other consents, authorizations or approvals, and to make any other notices, required to be obtained or made by the Purchaser, GLC NewCo or the Vendor require Purchaser in connection with the acquisition of Assets or the taking of obtaining any action 39 contemplated by this Agreement or the Assignment such Permits and Assumption Agreement; any such licenses, consents and (vi) approvals required from any Governmental Authority to take any action reasonably necessary action, agree to vigorously defend, lift, mitigatetake any action, or rescind the effect of agree to any litigation limitation or administrative proceeding adversely affecting the acquisition of the Assets, the assumption of the Assumed Liabilities restriction that Purchaser reasonable determines would or this Agreement would reasonably be likely to be adverse to Purchaser or the Assignment and Assumption AgreementBusiness (a “Negative Regulatory Action”).