Common use of Consents and Reasonable Efforts Clause in Contracts

Consents and Reasonable Efforts. (a) Seller, CLIC, Purchaser and LLANY shall cooperate and use commercially reasonable best efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any governmental authorities and regulatory agencies, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby, including, without limitation, the Permits described in Sections 6.03 and 7.03. Seller shall use commercially reasonable best efforts to obtain, and Purchaser and LLANY will cooperate with Seller in obtaining, all other approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements, including the matters set forth on Schedule 3.04 hereto and the consents of third parties under contracts to be assigned. In the event third party consents under contracts to be assigned cannot be obtained, Seller agrees to use commercially reasonable best efforts, in cooperation with Purchaser, to obtain comparable benefits for Purchaser for the period provided for in Section 5.32 hereof. Purchaser will use commercially reasonable best efforts to obtain all approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements as set forth on Schedule 4.04 hereto.

Consents and Reasonable Efforts. (a) Seller, CLICSellers, Purchaser and LLANY shall cooperate and use their commercially reasonable best efforts to promptly obtain all consents, approvals and agreements of, and to promptly give and make all notices and filings with, any governmental authorities and regulatory agenciesGovernmental Authorities, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby, including, without limitation, the Permits described in Sections 6.03 and 7.03. Seller Sellers shall use their commercially reasonable best efforts to promptly obtain, and Purchaser and LLANY will cooperate with Seller Sellers in promptly obtaining, all other approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements, including the matters set forth on Schedule 3.04 3.05 hereto and the consents of third parties under contracts to be assigned. In the event third party consents under contracts to be assigned cannot be obtained, Seller agrees to Purchaser and LLANY shall use their commercially reasonable best efforts, in cooperation with Purchaser, to obtain comparable benefits for Purchaser for the period provided for in Section 5.32 hereof. Purchaser will use commercially reasonable best efforts to obtain promptly obtain, and Sellers will cooperate with Purchaser and LLANY in promptly obtaining, all approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements as set forth on Schedule 4.04 4.05 hereto. Sellers, Purchaser and LLANY will each furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions to any Governmental Authority including, without limitation, filings under the provisions of the HSR Act.

Consents and Reasonable Efforts. (a) Seller, CLIC, Each Purchaser and LLANY each Seller shall ------------------------------- cooperate and use commercially reasonable best efforts to obtain all consents, approvals Consents and agreements of, and to give and make all notices and filings with, any governmental authorities and regulatory agencies, necessary to authorize, approve or permit Consent to the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby, including, without limitation, including the Permits described in Sections 6.03 5.3 and 7.036.3. Each Seller shall use commercially reasonable best efforts to obtain, and each Purchaser and LLANY will cooperate with Seller in obtaining, all other approvals and consents Consents to the transactions contemplated by this Agreement and the Ancillary Agreements, including the matters set forth on Schedule 3.04 hereto and the consents Consents of third parties under contracts to be assigned. In the event third party consents Consents under contracts to be assigned cannot be obtained, Seller agrees Sellers shall have no obligation to provide or obtain comparable benefits for Purchasers, but shall, at the request of Purchasers, continue after the Closing to use commercially reasonable best effortsefforts to obtain, and each Purchaser will cooperate with Seller in cooperation with Purchaserobtaining, to obtain comparable benefits for Purchaser for the period provided for in Section 5.32 hereofall such Consents which have not been obtained. Each Purchaser will use commercially reasonable best efforts to obtain all approvals and consents Consents to the transactions contemplated by this Agreement and the Ancillary Agreements as set forth on Schedule 4.04 hereto3.4. The parties hereto agree to negotiate in good faith, and execute prior to, or in connection with the Closing, the Separate Account Transfer Agreements, the Separate Account Administration Agreements, the Transition Services Agreements, the Administration Services Agreements and the License Agreement.

Consents and Reasonable Efforts. (a) Seller, CLIC, Sellers and Purchaser and LLANY shall cooperate and use commercially reasonable best efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any governmental authorities and regulatory agencies, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby, including, without limitation, the Permits described in Sections 6.03 and 7.037.03 hereof. Seller Sellers shall use commercially reasonable best efforts to obtain, and Purchaser and LLANY will cooperate with Seller Sellers in obtaining, all other approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements, including the matters set forth on Schedule 3.04 hereto and the consents of third parties under contracts to be assigned. In the event third party consents under contracts to be assigned cannot be obtained, Seller agrees Sellers agree to use commercially reasonable best efforts, in cooperation with Purchaser, to obtain comparable benefits for Purchaser for the period provided for in Section 5.32 hereofPurchaser. Purchaser will use commercially reasonable best efforts to obtain all approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements including the matters as set forth on Schedule 4.04 5.05 hereto.