Common use of Commercially Reasonable Efforts; Other Actions Clause in Contracts

Commercially Reasonable Efforts; Other Actions. (a) Subject to the terms and conditions herein provided and applicable law, Buyer, on the one hand, and Stamford, and after the Effective Date, CSH and CS Inc., on the other, shall use their commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper, appropriate or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; (ii) the filing of any notices or applications under any applicable antitrust and competition law statutes and regulations of foreign jurisdictions and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the governmental authorities for additional information or documentation; (iii) filing a notice pursuant to the Exon-Xxxxxx Amendment and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from CFIUS for additional information or documentation; and (iv) the obtaining of all necessary consents, approvals or waivers under applicable law or its material contracts, including without limitation those agreements set forth on Schedule 1.4(d); provided, however, the agreement of the Parties contained herein shall not require Buyer to take any action that would (i) require divestiture by Buyer of any of its existing business operations or of a not insubstantial portion of the Acquired Assets, or (ii) impose a commercially unreasonable burden on, or restriction upon, Buyer's existing business operations or the Acquired Assets. (b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with a proceeding under or relating to the HSR Act or any other filing with any governmental authority relating to any antitrust or competition statutes or regulations or the Exon-Xxxxxx amendment. The parties agree that the other party's legal counsel may, if such other party so wishes, participate in any meeting with any governmental authority with jurisdiction over the enforcement of any such statute or regulation regarding this Agreement or transactions contemplated hereby to the extent permitted by such governmental authority and to advise each other in advance of any such meeting. (c) The parties each shall, upon request by any other, as soon as practicable, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the requesting party and their respective subsidiaries or Joint Ventures, to any third party and/or any governmental authority in connection with the transactions contemplated by this Agreement. (d) The parties each shall keep the others apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by a party, as the case may be, or any of their subsidiaries or Joint Ventures, from any third party and/or any governmental authority with respect to the transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Other Actions. (a) Subject to the terms and conditions herein provided and applicable law, Buyer, on the one hand, and Stamford, Stamford and after the Effective Date, CSH and CS Inc.Fiberite, on the other, shall use their commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper, appropriate or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; documentation and (ii) the filing of any notices or applications under any applicable antitrust and competition law statutes and regulations of foreign jurisdictions and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the governmental authorities for additional information or documentation; (iii) filing a notice pursuant to the Exon-Xxxxxx Amendment and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from CFIUS for additional information or documentation; and (iv) the obtaining of all necessary consents, approvals or waivers under applicable law or its material contracts; PROVIDED, including without limitation those agreements set forth on Schedule 1.4(d); provided, howeverHOWEVER, the agreement of the Parties contained herein shall not require Buyer to take any action that would (i) require divestiture by Buyer of any of its existing business operations or of a not insubstantial portion of the Acquired AssetsAssets or Acquired Businesses, or (ii) impose a commercially unreasonable burden on, or restriction upon, Buyer's existing business operations or the Acquired Businesses or the Acquired Assets. (b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with a proceeding under or relating to the HSR Act or any other filing with any governmental authority relating to any antitrust or competition statutes or regulations or the Exon-Xxxxxx amendment. The parties agree that the other party's legal counsel may, if such other party so wishes, participate in any meeting with any governmental authority with jurisdiction over the enforcement of any such statute or regulation regarding this Agreement or transactions contemplated hereby to the extent permitted by such governmental authority and to advise each other in advance of any such meeting. (c) The parties each shall, upon request by any other, as soon as practicable, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the requesting party and their respective subsidiaries or Joint Ventures, to any third party and/or any governmental authority in connection with the transactions contemplated by this Agreement. (d) The parties each shall keep the others apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by a party, as the case may be, or any of their subsidiaries or Joint Ventures, from any third party and/or any governmental authority with respect to the transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Other Actions. (a) Subject to the terms and conditions herein provided and applicable lawprovided, Buyer, on each of the one hand, and Stamford, and after the Effective Date, CSH and CS Inc., on the other, shall parties hereto agrees to (i) use their commercially reasonable efforts promptly to take, or cause to be taken, all other actions actions, and to do, or cause to be donedone as promptly as practicable, all other things necessary, proper, appropriate proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, includingincluding obtaining any governmental or other consents, without limitationtransfers, (i) orders, qualifications, waivers, authorizations, exemptions and approvals, providing all notices and making all registrations, filings and applications necessary or desirable for the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division consummation of the Department of Justice transactions contemplated herein; (the "Antitrust Division"ii) and using their use commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC defend any lawsuits or the Antitrust Division for additional information other legal proceedings (whether judicial or documentation; (iiadministrative) the filing of any notices or applications under any applicable antitrust and competition law statutes and regulations of foreign jurisdictions and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the governmental authorities for additional information or documentation; (iii) filing a notice pursuant to the Exon-Xxxxxx Amendment and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from CFIUS for additional information or documentation; and (iv) the obtaining of all necessary consents, approvals or waivers under applicable law or its material contracts, including without limitation those agreements set forth on Schedule 1.4(d); provided, however, the agreement of the Parties contained herein shall not require Buyer to take any action that would (i) require divestiture by Buyer of any of its existing business operations or of a not insubstantial portion of the Acquired Assets, or (ii) impose a commercially unreasonable burden on, or restriction upon, Buyer's existing business operations or the Acquired Assets. (b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with a proceeding under or relating to the HSR Act or any other filing with any governmental authority relating to any antitrust or competition statutes or regulations or the Exon-Xxxxxx amendment. The parties agree that the other party's legal counsel may, if such other party so wishes, participate in any meeting with any governmental authority with jurisdiction over the enforcement of any such statute or regulation regarding challenging this Agreement or transactions contemplated hereby to the extent permitted by such governmental authority and to advise each other in advance of any such meeting. (c) The parties each shall, upon request by any other, as soon as practicable, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the requesting party and their respective subsidiaries or Joint Ventures, to any third party and/or any governmental authority in connection with the transactions contemplated by this Agreement. (d) The parties each shall keep the others apprised of the status of matters relating to completion consummation of the transactions contemplated hereby, including promptly furnishing seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (iii) use commercially reasonable efforts to fulfill or obtain the fulfillment of all conditions to the obligations of the other with copies of notices or other communications received by a party, as the case may be, or any of their subsidiaries or Joint Ventures, from any third party and/or any governmental authority with respect parties to consummate the transactions contemplated by this Agreement, including, without limitation, the execution and delivery of all agreements or other documents contemplated hereunder to be so executed and delivered. (b) Each party hereto agrees that from and after the Closing Date, if reasonably requested by any other party hereto, it will execute and deliver to the other parties such further instruments and documents as may be reasonably necessary to carry out the provisions of this Agreement.

Commercially Reasonable Efforts; Other Actions. (a) Subject to the terms and conditions herein provided and applicable law, Buyer, on the one hand, and Stamford, Stamford and after the Effective Date, CSH and CS Inc.Fiberite, on the other, shall use their commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper, appropriate or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; documentation and (ii) the filing of any notices or applications under any applicable antitrust and competition law statutes and regulations of foreign jurisdictions and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the governmental authorities for additional information or documentation; (iii) filing a notice pursuant to the Exon-Xxxxxx Amendment and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from CFIUS for additional information or documentation; and (iv) the obtaining of all necessary consents, approvals or waivers under applicable law or its material contracts; PROVIDED, including without limitation those agreements set forth on Schedule 1.4(d); provided, howeverHOWEVER, the agreement of the Parties parties contained herein shall not require Buyer to take any action that would (i) require divestiture by Buyer of any of its existing business operations or of a not insubstantial portion of other than as provided herein the Acquired AssetsAssets or the Acquired Business, or (ii) impose a commercially unreasonable burden on, or restriction upon, Buyer's existing business operations operations, the Acquired Business or the Acquired Assets. Nothing in this Section 4.3 shall be deemed to limit the obligations of Buyer to pay the Purchase Price in accordance with Section 1.2 or to take the actions required by Section 4.17. (b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with a proceeding under or relating to the HSR Act or any other filing with any governmental authority relating to any antitrust or competition statutes or regulations or the Exon-Xxxxxx amendment. The parties agree that the other party's legal counsel may, if such other party so wishes, participate in any meeting with any governmental authority with jurisdiction over the enforcement of any such statute or regulation regarding this Agreement or transactions contemplated hereby to the extent permitted by such governmental authority and to advise each other in advance of any such meeting. (c) The parties each shall, upon request by any other, as soon as practicable, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the requesting party and their respective subsidiaries or Joint Ventures, to any third party and/or any governmental authority in connection with the transactions contemplated by this Agreement. (d) The parties each shall keep the others apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by a party, as the case may be, or any of their subsidiaries or Joint Ventures, from any third party and/or any governmental authority with respect to the transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Other Actions. (a) Subject to the terms and conditions herein provided and applicable law, Buyer, on the one hand, and Stamford, Stamford and after the Effective Date, CSH and CS Inc.Fiberite, on the other, shall use their commercially reasonable efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper, appropriate or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the filing of Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation; documentation and (ii) the filing of any notices or applications under any applicable antitrust and competition law statutes and regulations of foreign jurisdictions and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the governmental authorities for additional information or documentation; (iii) filing a notice pursuant to the Exon-Xxxxxx Amendment and using their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from CFIUS for additional information or documentation; and (iv) the obtaining of all necessary consents, approvals or waivers under applicable law or its material contracts, including without limitation those agreements set forth on Schedule 1.4(d); provided, however, the agreement of the Parties contained herein shall not require Buyer to take any action that would (i) require divestiture by Buyer of any of its existing business operations or of a not insubstantial portion of the Acquired AssetsAssets or Acquired Businesses, or (ii) impose a commercially unreasonable burden on, or restriction upon, Buyer's existing business operations or the Acquired Assets. (b) The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with a proceeding under or relating to the HSR Act or any other filing with any governmental authority relating to any antitrust or competition statutes or regulations Businesses or the Exon-Xxxxxx amendmentAcquired Assets. The parties agree that Nothing in this Section 4.3 shall be deemed to limit the other party's legal counsel may, if such other party so wishes, participate obligations of Buyer to pay the Purchase Price in any meeting accordance with any governmental authority with jurisdiction over Section 1.2 or take the enforcement of any such statute or regulation regarding this Agreement or transactions contemplated hereby to the extent permitted actions required by such governmental authority and to advise each other in advance of any such meetingSection 4.22 hereof. (c) The parties each shall, upon request by any other, as soon as practicable, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the requesting party and their respective subsidiaries or Joint Ventures, to any third party and/or any governmental authority in connection with the transactions contemplated by this Agreement. (d) The parties each shall keep the others apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by a party, as the case may be, or any of their subsidiaries or Joint Ventures, from any third party and/or any governmental authority with respect to the transactions contemplated by this Agreement.