Common use of Cooperation; Efforts to Consummate Clause in Contracts

Cooperation; Efforts to Consummate. (a) On the terms and subject to the conditions of this Agreement, each of the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) its respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including by filing as promptly as reasonably practicable after the date of this Agreement the notification and report form required under the HSR Act), (ii) obtaining as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions and (iii) defending any Proceedings challenging this Agreement or the Transactions and seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Merger and the Transactions. Notwithstanding the foregoing, nothing in this Agreement will require any Party to hold separate or make any divestiture of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Cooperation; Efforts to Consummate. (a) On the terms and subject to the conditions of this Agreementset forth in Section 6.2, each of the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) its their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including by filing as promptly as reasonably practicable (i) no later than ten Business Days after the date of this Agreement the notification and report form required under the HSR Act), Act and (ii) obtaining the notices, reports and other filings necessary to obtain the Requisite Gaming Approvals) and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions and (iii) defending any Proceedings challenging this Agreement or the Transactions and seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Merger and the Transactions. Notwithstanding the foregoing, nothing foregoing or anything to the contrary in this Agreement will require Agreement, in no event shall either the Company or Parent or any Party of their respective Affiliates be required to hold separate or make pay any divestiture of any asset or otherwise agree consideration to any restriction on its operations third parties or other condition in order give anything of value to obtain any such Person’s authorization, approval, consent or approval waiver to effectuate the Transactions, other than filing, recordation or other clearance required by this Agreementsimilar fees.

Cooperation; Efforts to Consummate. (a) On the terms and subject to the conditions of set forth in this Agreement, each of the Company Company, Seller and Parent Purchaser shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) its their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions Transaction as soon as reasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including by filing as promptly as reasonably practicable after the date of this Agreement the notification and report form required under the HSR Act), (ii) obtaining to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits clearances, Permits and authorizations necessary necessary, proper or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions and (iii) defending any Proceedings challenging this Agreement or the Transactions and seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Merger and the TransactionsTransaction. Notwithstanding the foregoing, nothing foregoing or anything to the contrary in this Agreement will require Agreement, in no event shall either the Company, Seller or Purchaser or any Party of their respective Affiliates be required to hold separate or make pay any divestiture of any asset or otherwise agree consideration to any restriction on its operations third parties or other condition in order give anything of value to obtain any such Person’s authorization, approval, consent or approval waiver to effectuate the Transaction, other than filing, recordation or other clearance required similar fees. Notwithstanding anything to the contrary contained herein, no action taken by the Company, Seller or Purchaser under this AgreementSection 8.3 will constitute a breach of Section 6.1 or Section 7.1, respectively.