Common use of Commercially Reasonable Efforts; Notification Clause in Contracts

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the Mergers, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii)); and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))parties; and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the REIT Merger Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the REIT Merger Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions Mergers and the Other Transactions contemplated hereby, including, without limitation, any filing under required to consummate the HSR Actprivate placement contemplated by Section 5.9, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations, and (C) causing CWS OP and each CWS Subsidiary to have in effect for its taxable year including the Mergers an election under Section 754 of the Code; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMergers and the Other Transactions, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))parties; and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this AgreementMergers and the Other Transactions. If at any time after the REIT Merger Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each Each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the Mergers, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii)); and (iii) will use commercially reasonable efforts to take, or cause to be taken, all other action actions and use commercially reasonable efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things which to its Knowledge are necessary, proper or appropriate advisable to consummate and make effective the transactions contemplated Transaction including: (i) the transfer, modification or reissuance of all Permits, (iii) the obtaining or transfer of all other necessary actions, non-actions or waivers from Governmental Entities and the making of all other necessary registrations and filings, (iii) the obtaining of all necessary consents, amendments, approvals or waivers from third parties (which in the case of Buyer shall not require Buyer to assume any Liability or incur any expense), (iv) the transfer from the Sellers to the Buyer of the processing of all credit card transactions; and (v) the execution and delivery of any additional certificates, agreements, instruments, reports, schedules, statements, consents, documents and information necessary to consummate the Transaction. (b) Except as required by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this AgreementLaw, each party hereto shall take all promptly inform the other of any communication from any Governmental Entity regarding the Transaction. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such necessary actionGovernment Entity with respect to the Transaction, then such party will use its commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.