Common use of Consents and Conditions Clause in Contracts

Consents and Conditions. (a) Seller shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; provided, however, that such efforts shall not require Seller or any of its Subsidiaries to make any payment to obtain any such consent, approval or waiver or to give such notice, except as specifically provided in the Transition Agreements and except to the extent provided in Section 6.13(b); including any consents, approvals or waivers with respect to the assignment or conveyance of any of the Purchased Assets or Permits or to the extent the transactions contemplated by this Agreement constitute a “change in control” transaction under any Business Contract; (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed and (iv) causing each Acquired Company which holds any assets which are Excluded Assets to transfer such assets to Seller or one of its Subsidiaries that is not an Acquired Company; and cause each Acquired Company which has any obligations constituting Excluded Liabilities to assign such obligations to Seller or one of its Subsidiaries that is not an Acquired Company, and Seller (or such other Subsidiary) will assume such Excluded Liabilities.

Consents and Conditions. (a) Seller shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated herebyhereby as promptly as practicable, including, but not limited to: (i) promptly obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; provided, however, that such efforts shall not require Seller or any of its Subsidiaries to make any payment to obtain any such consent, approval or waiver or to give such notice, except as specifically provided in the Transition Agreements other than nominal transfer fees or costs and except expenses of third parties expressly required to be paid pursuant to the extent provided in Section 6.13(b); including any consents, approvals or waivers with respect to the assignment or conveyance terms of any of the Purchased Assets or Permits or to the extent the transactions contemplated by this Agreement constitute a “change in control” transaction under any Business Contract; (ii) promptly making all registrations and filings with, and obtaining all necessary or advisable actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR ActAct and the EC Competition Regulation) and taking all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any Order, stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed reversed; provided, however, that, in connection with the foregoing, Seller and (iv) causing each Acquired Company which holds any assets which are Excluded Assets to transfer such assets to Seller or one of its Subsidiaries shall not make any commitment or undertaking or incur any liability or obligation with respect to the Business or the Acquired Companies without the consent of Purchaser, which consent shall not be unreasonably withheld (it being understood that is not an such consent may be withheld with respect to any matter that would reasonably be expected to increase in any material respect the financial obligations of Purchaser or the Acquired Company; and cause each Acquired Company which has any obligations constituting Excluded Liabilities to assign such obligations to Seller or one of its Subsidiaries that is not an Acquired CompanyCompanies, and Seller (or such other Subsidiary) will assume such Excluded Liabilitiesexcept as required by Section 7.3).

Consents and Conditions. (a) Seller Subject to Section 6.4(b), from the date hereof through the date that is nine (9) months after the Closing, each Party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including, but not limited to: (i) obtaining obtain all necessary consents, approvals approvals, Permits, Orders or waivers from, and giving give any necessary notifications to, third partiesPersons required to be obtained in connection with the execution, delivery and performance of the Transaction Documents and consummation of the Transaction; provided, however, that such commercially reasonable efforts shall not require Seller any Party to make any payment (other than (A) amounts required to be paid under any Contract to which such Party or any of its Subsidiaries Affiliates is a Party, and (B) filing fees and similar amounts) or undertake any material obligation to any Person in order to obtain such consent approval or waiver; provided further, that neither Seller nor Logistics shall not enter into any Contract, amend or terminate any Contract, make any payment (other than (x) amounts required to obtain be paid by such Party or any such consentof its Affiliates under the terms of any Contract, approval and (y) filing fees and similar amounts) or waiver grant any concession (or permit the Company to give such notice, except as specifically provided in the Transition Agreements and except to the extent provided in Section 6.13(b); including any consents, approvals or waivers with respect to the assignment or conveyance of make take any of the Purchased Assets foregoing actions), in each case for the purpose of obtaining any consent, waiver or Permits or to approval, without the extent the transactions contemplated by this Agreement constitute a “change in control” transaction under any Business Contractprior written consent of Purchaser; and (ii) making all registrations and filings defend or contest any Action challenging any Transaction Document or that may otherwise prevent, materially impede, interfere with, and obtaining all necessary actions hinder or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; (iii) defending any Legal Proceedings challenging this Agreement or delay the consummation of the transactions contemplated herebyTransaction, including seeking to have any stay or temporary restraining order Order entered by any Governmental Body Authority vacated or reversed reversed. From the date hereof until the earlier of the date that is nine (9) months after the Closing or until such time as the necessary consents, approvals, Permits, Orders or waivers required by this Section 6.4(a) are received (including, for the avoidance of doubt, after the Closing to the extent such consents, approvals, Permits, Orders or waivers are not received prior to Closing), Purchaser and Seller shall use and cause their respective Subsidiaries to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to both Parties under which the Business would, in compliance with applicable Law, obtain the benefits associated with the applicable portion of such arrangement or Contract. (ivb) causing Each Party agrees to supply promptly any information and documentary material reasonably available to such Party that may be requested of such Party by the relevant Governmental Authorities under any applicable Antitrust Law. Purchaser covenants and agrees to use reasonable best efforts to take, and to cause its Affiliates to take, any and all steps necessary to avoid or eliminate as soon as possible each Acquired Company which holds and every objection, challenge, Action or other impediment under applicable Antitrust Laws that may be asserted by any Governmental Authority so as to enable the Parties to expeditiously consummate the Transactions, including committing, by consent decree, hold separate order, stipulation or otherwise, (i) to sell, hold separate, divest, redistribute, discontinue or limit any of its assets which are Excluded Assets or properties, businesses or interests, or (ii) to transfer conditions relating to, or changes or restrictions in, the operations of any such assets or properties, businesses or interests which could reasonably be expected to Seller or one of its Subsidiaries that is not an Acquired Company; materially and cause each Acquired Company which has any obligations constituting Excluded Liabilities to assign such obligations to Seller or one of its Subsidiaries that is not an Acquired Company, and Seller (or such other Subsidiary) will assume such Excluded Liabilities.adversely impact the 32