Common use of Cooperation; Approvals Clause in Contracts

Cooperation; Approvals. From and after the date of this Agreement until the Closing or the date on which this Agreement terminates, Transferor will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Acquiror in doing, all things necessary, proper or advisable to timely cause the conditions in Article XI to be satisfied and to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (a) using commercially reasonable efforts to obtain as promptly as practicable all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities, the Agencies or any other Person, including U.S. Bank National Association (the “Bank”), as lender under the Warehouse Line, required with regard to the transactions contemplated hereby, including those described in Schedules 6.04 or 6.05; (b) providing such other information and communications to such Governmental or Regulatory Authorities, Agencies or other Persons as such Governmental or Regulatory Authorities, Agencies or other Persons may reasonably request; and (c) cooperating with Acquiror as promptly as practicable in Acquiror’s efforts to obtain all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities, Agencies or other Persons required of Acquiror to consummate the transactions contemplated hereby. Transferor will provide prompt notification to Acquiror when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Acquiror of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority, Agency or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents. Transferor shall be responsible and agrees to pay for all costs, fees and expenses related to obtaining all consents, approvals or actions of the Agencies and the Bank, other than costs incurred by Acquiror in fulfilling its obligations under Article IX, and hereby authorizes the Acquiror and its employees, counsel, accountants and other authorized representatives and agents to contact and conduct discussions with the Agencies and the Bank, and any other persons or entities Acquiror deems appropriate (collectively, the “Authorized Third Parties”) concerning the transactions contemplated hereby and any consents or approvals from the Agencies, the Bank or such other Authorized Third Parties that are necessary or are reasonably deemed advisable by the Acquiror. Notwithstanding anything herein to the contrary, all conditions to the consents, approvals or actions required by the Agencies, the Bank or the Authorized Third Parties, to consummate the transactions contemplated hereby shall be subject to the Acquiror’s approval, which it may grant or withhold to the extent Acquiror reasonably determines any such condition could not have reasonably been anticipated, is unduly burdensome or is not commercially reasonable.

Cooperation; Approvals. From and after the Due Diligence Date until the Closing or the date on which this Agreement terminates (or, with respect to obtaining the consents, approvals or actions of the Agencies required with regard to the transactions contemplated hereby, from and after the date of this Agreement until the Closing or the date on which this Agreement terminates), Transferor Acquiror will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Acquiror Transferor in doing, all things necessary, proper or advisable to timely cause the conditions in Article XI to be satisfied and to consummate and make effective the transactions contemplated by this Agreement, Agreement as promptly as practicable, including (a) using commercially reasonable efforts to obtain as promptly as practicable all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities, the Agencies or any other Person, including U.S. Bank National Association (the “Bank”), as lender under the Warehouse Line, required with regard to the transactions contemplated hereby, including those described in Schedules 6.04 7.03 or 6.057.04; (b) providing such other information and communications to such Governmental or Regulatory Authorities, Agencies or other Persons as such Governmental or Regulatory Authorities, Agencies or other Persons may reasonably request; and (c) cooperating with Acquiror Transferor as promptly as practicable in AcquirorTransferor’s efforts to obtain all consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities, Agencies or other Persons required of Acquiror Transferor to consummate the transactions contemplated hereby. Transferor Acquiror will provide prompt notification to Acquiror Transferor when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Acquiror Transferor of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority, Agency or other Person regarding any of the transactions contemplated by this Agreement or any of the Transaction Documents. Transferor shall be responsible and agrees to pay for all costs, fees and expenses related to obtaining all consents, approvals or actions of the Agencies and the Bank, other than costs incurred by Acquiror in fulfilling its obligations under Article IX, and hereby authorizes the Acquiror and its employees, counsel, accountants and other authorized representatives and agents to contact and conduct discussions with the Agencies and the Bank, and any other persons or entities Acquiror deems appropriate (collectively, the “Authorized Third Parties”) concerning the transactions contemplated hereby and any consents or approvals from the Agencies, the Bank or such other Authorized Third Parties that are necessary or are reasonably deemed advisable by the Acquiror. Notwithstanding anything herein to the contrary, all conditions to the consents, approvals or actions required by the Agencies, the Bank or the Authorized Third Parties, to consummate the transactions contemplated hereby shall be subject to the Acquiror’s approval, which it may grant or withhold to the extent Acquiror reasonably determines any such condition could not have reasonably been anticipated, is unduly burdensome or is not commercially reasonable.