Common use of Consents; Filings Clause in Contracts

Consents; Filings. Without limiting the generality of Section 5.1, CPRE will use commercially reasonable efforts to (i) obtain as promptly as practicable all approvals, authorizations, consents and permits required to be obtained by the HIG Group or any CPRE Entity in connection with the authorization, execution and delivery of this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including the Required Approvals hereunder and necessary consents of landlords to the assignment of the Lease Agreements and (ii) make, as promptly as practicable, all necessary filings (including for the removal of any and all liens and other encumbrances on the Transferred Assets) and thereafter make any other required submissions, with respect to this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, in each case, required under any Applicable Law, including using its commercially reasonable efforts to contest in good faith any Litigation challenging or seeking to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements. CPRE shall cooperate with the Tower Entities in connection with the seeking of all such approvals, authorizations, consents and permits and the making of all such filings, and will promptly notify TRM and the Purchasing Insurers in writing of any pending or, to the knowledge of CPRE, threatened Litigation by any Governmental Authority or any other Person (A) challenging or seeking material monetary damages in connection with the consummation of the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements or (B) seeking to restrain or prohibit, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements.

Consents; Filings. Without limiting the generality of Section 5.16.1, CPRE TRM and the Purchasing Insurers will use commercially reasonable efforts to (i) obtain as promptly as practicable all approvals, authorizations, consents and permits required to be obtained by the HIG Group or any CPRE Tower Entity in connection with the authorization, execution and delivery of this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including the Required Approvals hereunder and necessary consents of landlords to the assignment of the Lease Agreements and (ii) make, as promptly as practicable, all necessary filings (including for the removal of any and all liens and other encumbrances on the Transferred Assets) and thereafter make any other required submissions, with respect to this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, in each case, required under any Applicable Law, including using its commercially reasonable efforts to contest in good faith any Litigation challenging or seeking to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements. CPRE TRM and the Purchasing Insurers shall cooperate with the Tower CPRE Entities in connection with the seeking of all such approvals, authorizations, consents and permits and the making of all such filings, filings and will promptly notify TRM and the Purchasing Insurers CPRE in writing of any pending or, to the knowledge of CPRETRM or the Purchasing Insurers, threatened Litigation by any Governmental Authority or any other Person (A) challenging or seeking material monetary damages in connection with the consummation of the transactions contemplated hereby or by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements or (B) seeking to restrain or prohibit, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, no Tower Entity shall be required to take any action that involves divestiture of an existing business or material assets of such Person.

Consents; Filings. Without limiting the generality of Section 5.1, CPRE will use commercially reasonable efforts to (i) obtain as promptly as practicable all approvals, authorizations, consents and permits required to be obtained by the HIG Group or any CPRE Entity in connection with the authorization, execution and delivery of this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including the Required Approvals hereunder and necessary consents of landlords to the assignment of the Lease Agreements and (ii) make, as promptly as practicable, all necessary filings (including for the removal of any and all liens and other encumbrances on the Transferred Assets) and thereafter make any other required submissions, with respect to this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, in each case, required under any Applicable Law, including using its commercially reasonable efforts to contest in good faith any Litigation challenging or seeking to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements. CPRE shall cooperate with the Tower Entities in connection with the seeking of all such approvals, authorizations, consents and permits and the making of all such filings, and will promptly notify TRM and the Purchasing Insurers in writing of any pending or, to the knowledge of CPRE, threatened Litigation by any Governmental Authority or any other Person (A) challenging or seeking material monetary damages in connection with the consummation of the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements or (B) seeking to restrain or prohibit, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements.. 127

Consents; Filings. Without limiting the generality of Section 5.16.1, CPRE TRM and the Purchasing Insurers will use commercially reasonable efforts to (i) obtain as promptly as practicable all approvals, authorizations, consents and permits required to be obtained by the HIG Group or any CPRE Tower Entity in connection with the authorization, execution and delivery of this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including the Required Approvals hereunder and necessary consents of landlords to the assignment of the Lease Agreements and (ii) make, as promptly as practicable, all necessary filings (including for the removal of any and all liens and other encumbrances on the Transferred Assets) and thereafter make any other required submissions, with respect to this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, in each case, required under any Applicable Law, including using its commercially reasonable efforts to contest in good faith any Litigation challenging or seeking to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements. CPRE TRM and the Purchasing Insurers shall cooperate with the Tower CPRE Entities in connection with the seeking of all such approvals, authorizations, consents and permits and the making of all such filings, filings and will promptly notify TRM and the Purchasing Insurers CPRE in writing of any pending or, to the knowledge of CPRETRM or the Purchasing Insurers, threatened Litigation by any Governmental Authority or any other Person (A) challenging or seeking material monetary damages in connection with the consummation of the transactions contemplated hereby or by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements or (B) seeking to restrain or prohibit, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements.. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, no Tower Entity shall be required to take any action that involves divestiture of an existing business or material assets of such Person. 6.4

Consents; Filings. Without limiting the generality of Section 5.16.1, CPRE TRM and the Purchasing Insurers will use commercially reasonable efforts to (i) obtain as promptly as practicable all approvals, authorizations, consents and permits required to be obtained by the HIG Group or any CPRE Tower Entity in connection with the authorization, execution and delivery of this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including the Required Approvals hereunder and necessary consents of landlords to the assignment of the Lease Agreements and (ii) make, as promptly as practicable, all necessary filings (including for the removal of any and all liens and other encumbrances on the Transferred Assets) and thereafter make any other required submissions, with respect to this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, in each case, required under any Applicable Law, including using its commercially reasonable efforts to contest in good faith any Litigation challenging or seeking to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements. CPRE TRM and the Purchasing Insurers shall cooperate with the Tower CPRE Entities in connection with the seeking of all such approvals, authorizations, consents and permits and the making of all such filings, filings and will promptly notify TRM and the Purchasing Insurers CPRE in writing of any pending or, to the knowledge of CPRETRM or the Purchasing Insurers, threatened Litigation by any Governmental Authority or any other Person (A) challenging or seeking material monetary damages in connection with the consummation of the transactions contemplated hereby or by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements or (B) seeking to restrain or prohibit, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements.. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, no Tower Entity shall be required to take any action that involves divestiture of an existing business or material assets of such Person. 128