Common use of Efforts and Actions to Cause the Closing to Occur Clause in Contracts

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the Closing as promptly as practicable, including using their reasonable best efforts: (i) to cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority; (ii) to defend, and seek to prevent the initiation of, all lawsuits and all other proceedings by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby and to cause to be lifted or rescinded any injunction, decree, ruling, order or other action by any Governmental Authority adversely affecting the ability of Purchaser and Seller to consummate the Closing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications required under the Laws of any non-U.S. jurisdiction as required with respect to the transactions contemplated hereby promptly after the date hereof. Each of Purchaser and Seller further agrees to use reasonable best efforts to certify substantial compliance with any “second request” or similar request for additional information or documentary material from the Department of Justice or the Federal Trade Commission pursuant to the HSR Act, or any Supplementary Information Request from the Canadian Competition Bureau, within 90 days after receipt of such second request or Supplementary Information Request and to produce documents on a rolling basis. Nothing contained in this Agreement shall require Seller or any of its Affiliates to relinquish or forbear any right or pay any consideration to any other Person (other than nominal filing and application fees to Governmental Authorities and fees and expenses of advisors and consultants) from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requested.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, do or cause to be done and cooperate with each other in order to do, all things things, necessary, proper or advisable to consummate the Closing as promptly as practicable, including using their reasonable best efforts: (i) to cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite approvalsConsent, authorizations, consents, orders, licenses, permits, qualifications, exemptions provided that neither Purchaser nor Seller shall be obligated to make any payment or waivers by deliver anything of value to any third party (other than filing and application fees to Governmental Authorities and any fees contractually payable for Consents to assignment of the real property leases included in the Assumed Contracts, all of which shall be paid or Governmental Authority; reimbursed by Purchaser) in order to obtain any Consent, (ii) to defend, and seek to prevent the initiation of, defending all lawsuits and all other proceedings by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby Closing and to cause (iii) causing to be lifted or rescinded any injunction, decree, ruling, order or other action by of any Governmental Authority adversely affecting the ability of Purchaser and Seller the parties to consummate the Closing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfiedClosing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of a any Notification and Report Form required pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications required under the Laws of any non-non U.S. jurisdiction jurisdiction, including the European Union or any nation thereof, as required with respect to the transactions contemplated hereby promptly soon as practicable after the date hereof. Each of Purchaser and Seller further agrees In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to use reasonable best efforts delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to certify substantial compliance with any “second request” or similar request for additional information or documentary material from the Department of Justice or the Federal Trade Commission pursuant be obtained prior to the HSR ActClosing. Notwithstanding anything herein to the contrary, neither Purchaser nor Seller shall be required to dispose of or make any Supplementary Information Request from the Canadian Competition Bureauchanges to its business, within 90 days after receipt of such second request or Supplementary Information Request and to produce documents on a rolling basis. Nothing contained in this Agreement shall require Seller or expend any of its Affiliates to relinquish or forbear any right or pay any consideration to any other Person material funds (other than nominal filing and application payments of fees expressly mentioned above) or incur any other material burden in order to Governmental Authorities and fees and expenses of advisors and consultants) from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requestedcomply with this Section 6.04(a).

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use their respective its commercially reasonable best efforts to take, or cause to be taken, all actions, and to dodo or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, and the Purchaser shall use its commercially reasonable efforts to take, or cause to be done and cooperate with each other in order to dotaken, all things necessaryactions, proper and to do or advisable cause the conditions set forth in Section 8.01 and Section 8.02 to consummate be satisfied. Without limiting the Closing as promptly as practicableforegoing, including using their reasonable best efforts: Seller and Purchaser shall (i) to cause the preparation prepare and filing of file all forms, registrations and notices required to be filed to consummate the Closing and the taking of take such actions as are necessary to obtain any requisite approvalsConsent, authorizations, consents, orders, licenses, permits, qualifications, exemptions provided that neither Purchaser nor Seller shall be obligated to make any payment or waivers by deliver anything of value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or Governmental Authority; reimbursed by Purchaser) in order to obtain any Consent, (ii) to defend, and seek to prevent the initiation of, defend all lawsuits and all other proceedings by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby Closing and to (iii) cause to be lifted or rescinded any injunction, decree, ruling, order or other action by of any Governmental Authority adversely affecting the ability of Purchaser and Seller the parties to consummate the Closing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfiedClosing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of a any Notification and Report Form required pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications required under the Laws of any non-U.S. jurisdiction jurisdiction, including the European Union or any nation thereof, as required with respect to the transactions contemplated hereby promptly soon as practicable after the date hereof. Each of In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the Closing. Notwithstanding the foregoing, Purchaser and Seller further agrees shall not be required to use reasonable best efforts to certify substantial compliance with take any “second request” or similar request for additional information or documentary material commercially unreasonable action that substantially impairs the overall benefits realized from the Department consummation of Justice the transactions set forth herein, and in no event shall Purchaser be required to (i) sell, hold separate or otherwise dispose of the Federal Trade Commission pursuant Assets or Purchaser’s or its Affiliate’s other assets or businesses now owned or hereafter acquired by Purchaser to resolve any objection or proceeding objecting to the HSR Act, transactions contemplated hereunder or (ii) terminate any Supplementary Information Request from the Canadian Competition Bureau, within 90 days after receipt of such second request or Supplementary Information Request existing relationships and to produce documents on a rolling basis. Nothing contained in this Agreement shall require Seller or any of its Affiliates to relinquish or forbear any right or pay any consideration to any other Person (other than nominal filing contractual rights and application fees to Governmental Authorities and fees and expenses of advisors and consultants) from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requestedobligations.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to Each of the Closingparties hereto shall, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates Subsidiaries, as applicable, to) , use their respective reasonable best efforts to take(i) take promptly, or cause to be taken, all actionstaken promptly, and to do, or cause to be done assist and cooperate with each the other party in order to dotaking promptly, all things actions necessary, proper or advisable to consummate the Closing as comply promptly as practicable, including using their reasonable best efforts: (i) to cause the preparation and filing of with all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority; (ii) to defend, and seek to prevent the initiation of, all lawsuits and all other proceedings by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby and to cause to be lifted or rescinded any injunction, decree, ruling, order or other action by any Governmental Authority adversely affecting the ability of Purchaser and Seller to consummate the Closing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications required under the Laws of any non-U.S. jurisdiction as required legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (the “Regulatory Approvals”). The parties hereto shall cooperate with each other and promptly after prepare and file all necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the date hereofHSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Each of Purchaser and Seller further agrees to the parties hereto shall promptly use their respective reasonable best efforts to certify substantial compliance respond to any inquiry from any Governmental Entities in the context of such Governmental Entities’ processing of any application for approval or otherwise and to resolve any objections that may be asserted by any Governmental Entity with any “second request” or similar request for additional information or documentary material from the Department of Justice respect to this Agreement or the Federal Trade Commission transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Buyer be required, and Sellers, Company and Company Subsidiaries shall not be permitted (without Buyer’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Buyer, Company or their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the HSR Actforegoing actions, or any Supplementary Information Request from the Canadian Competition Bureaunonactions, within 90 days after receipt of such second request or Supplementary Information Request and to produce documents on a rolling basis. Nothing contained in this Agreement shall require Seller or any of its Affiliates to relinquish or forbear any right or pay any consideration to any other Person (other than nominal filing and application fees to Governmental Authorities and fees and expenses of advisors and consultants) from whom any such approvalspermits, consents, authorizations, consents, orders, licensesclearances, permitswaivers or approvals, qualificationsthat would be, exemptions or waivers are requestedwould be reasonably likely to be, individually or in the aggregate, material to Buyer, or Company and its Subsidiaries taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided, that if requested by Buyer, then Sellers, Company and Company Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Sellers and/or Company and its Subsidiaries, as applicable, only in the event the Closing occurs.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon Upon the terms and subject to the conditions of this Agreement, Seller and Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, do or cause to be done and cooperate with each other in order to do, all things things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied, to consummate the Closing by September 1, 2011 or as promptly as practicablepracticable thereafter and to effectuate the transactions contemplated by the Transaction Agreements, including using their reasonable best efforts: (i) to cause the preparation and filing of all forms, registrations registrations, notices and notices other documentation required to be filed to consummate the Closing and to effectuate the transactions contemplated by the Transaction Agreements, and the taking of such actions as are necessary to obtain any requisite approvalsSeller Required Regulatory Approval, authorizationsPurchaser Required Regulatory Approval or Required Third Party Consent, consents, orders, licenses, permits, qualifications, exemptions provided that neither Seller nor Purchaser shall be obligated to make any material payment or waivers by deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or Governmental Authority; reimbursed by Purchaser) in order to obtain any such approval or consent, (ii) to defend, and seek seeking to prevent the initiation of, all lawsuits and all other proceedings defend, any Action by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby Closing, and to cause (iii) causing to be lifted or rescinded any injunction, decree, ruling, order or other action by any Governmental Authority Order adversely affecting the ability of Purchaser and Seller the parties to consummate the Closing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfiedClosing. In furtherance of and not in limitation of the foregoing, each of Seller and Purchaser and Seller agrees to make or cause to be made an appropriate filing of a any Notification and Report Form required pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications required under the Laws of any non-U.S. jurisdiction as required with respect to the transactions contemplated hereby promptly after the date hereof. Each of Purchaser and Seller further agrees to use reasonable best efforts to certify substantial compliance with any “second request” or similar request for additional information or documentary material from the Department of Justice or the Federal Trade Commission pursuant to the HSR Act, or any Supplementary Information Request from the Canadian Competition Bureau, within 90 days after receipt of such second request or Supplementary Information Request and to produce negotiate as promptly as practicable definitive documents on a rolling basis. Nothing contained reflecting the terms of the Partial Seller Advance Facility (as set forth in this Agreement shall require Exhibit B) and the Full Seller or any of its Affiliates to relinquish or forbear any right or pay any consideration to any other Person Advance Facility (other than nominal filing and application fees to Governmental Authorities and fees and expenses of advisors and consultants) from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requestedas set forth in Exhibit B).

Efforts and Actions to Cause the Closing to Occur. (a) Prior to Each of the Closingparties hereto shall, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates Subsidiaries, as applicable, to) , use their respective reasonable best efforts to take(i) take promptly, or cause to be taken, all actionstaken promptly, and to do, or cause to be done assist and cooperate with each the other party in order to dotaking promptly, all things actions necessary, proper or advisable to consummate the Closing as comply promptly as practicable, including using their reasonable best efforts: (i) to cause the preparation and filing of with all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority; (ii) to defend, and seek to prevent the initiation of, all lawsuits and all other proceedings by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby and to cause to be lifted or rescinded any injunction, decree, ruling, order or other action by any Governmental Authority adversely affecting the ability of Purchaser and Seller to consummate the Closing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications required under the Laws of any non-U.S. jurisdiction as required legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article 7, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of the Company or the Company Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (the “Regulatory Approvals”). The parties hereto shall cooperate with each other and promptly after prepare and file within thirty (30) days following the date hereofof this Agreement all necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Each of Purchaser and Seller further agrees to the parties hereto shall promptly use their respective reasonable best efforts to certify substantial compliance respond to any inquiry from any Governmental Entities in the context of such Governmental Entities’ processing of any application for approval or otherwise and to resolve any objections that may be asserted by any Governmental Entity with any “second request” or similar request for additional information or documentary material from the Department of Justice respect to this Agreement or the Federal Trade Commission transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Buyer be required, and Seller, the Company and the Company Subsidiaries shall not be permitted (without Buyer’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Buyer, the Company or their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the HSR Actforegoing actions, or any Supplementary Information Request from the Canadian Competition Bureaunonactions, within 90 days after receipt of such second request or Supplementary Information Request and to produce documents on a rolling basis. Nothing contained in this Agreement shall require Seller or any of its Affiliates to relinquish or forbear any right or pay any consideration to any other Person (other than nominal filing and application fees to Governmental Authorities and fees and expenses of advisors and consultants) from whom any such approvalspermits, consents, authorizations, consents, orders, licensesclearances, permitswaivers or approvals, qualificationsthat would be, exemptions or waivers are requestedwould be reasonably likely to be, individually or in the aggregate, material either to Buyer or to the Company and the Company Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided, however, that if requested by Buyer, then Seller, the Company and the Company Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Seller or the Company and the Company Subsidiaries, as applicable, only in the event the Closing occurs.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to Each of the Closingparties hereto shall, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates Subsidiaries, as applicable, to) , use their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and to do, or cause to be done assist and cooperate with each the other party in order to dotaking, all things actions necessary, proper or advisable to consummate the Closing as comply promptly as practicable, including using their reasonable best efforts: (i) to cause the preparation and filing of with all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority; (ii) to defend, and seek to prevent the initiation of, all lawsuits and all other proceedings by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby and to cause to be lifted or rescinded any injunction, decree, ruling, order or other action by any Governmental Authority adversely affecting the ability of Purchaser and Seller to consummate the Closing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications required under the Laws of any non-U.S. jurisdiction as required legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (the “Regulatory Approvals”). The parties hereto shall cooperate with each other and promptly after prepare and file all necessary documentation, and effect all applications, notices, petitions and filings to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the date hereoftransactions contemplated by this Agreement, including the Regulatory Approvals. Each of Purchaser and Seller further agrees to the parties hereto shall use their respective reasonable best efforts to certify substantial compliance resolve any objections that may be asserted by any Governmental Entity with any “second request” or similar request for additional information or documentary material from the Department of Justice respect to this Agreement or the Federal Trade Commission pursuant transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent, Buyer or Merger Sub be required, and Sellers, Company and Company Subsidiaries shall not be permitted (without Parent’s and Buyer’s written consent in its sole discretion), to the HSR Acttake any action, or commit to take any Supplementary Information Request from the Canadian Competition Bureauaction, within 90 days after receipt of such second request or Supplementary Information Request and agree to produce documents on a rolling basis. Nothing contained in this Agreement shall require Seller any condition or restriction, involving Parent, Buyer, Merger Sub, Company or any of its Affiliates their respective Subsidiaries pursuant to relinquish this Section 6.1 or forbear any right or pay any consideration to any other Person (other than nominal filing and application fees to Governmental Authorities and fees and expenses of advisors and consultants) from whom any such approvalsotherwise in connection with obtaining the foregoing actions, nonactions, permits, consents, authorizations, consents, orders, licensesclearances, permitswaivers or approvals, qualificationsthat would be, exemptions or waivers are requestedwould be reasonably likely to be, individually or in the aggregate, material to Parent or Buyer, or Company and its Subsidiaries taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries, taken as a whole (a “Materially Burdensome Regulatory Condition”); provided, that if requested by Parent or Buyer, then Sellers, Company and Company Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Sellers and/or Company and its Subsidiaries, as applicable, only in the event the Closing occurs.

Efforts and Actions to Cause the Closing to Occur. (a) Prior Subject to the Closing, upon the other terms and subject to the conditions of this AgreementSection 6.04, during the Pre-Closing Period, each of the Purchaser and the Seller shall, and shall (and cause each of them shall cause their its respective Affiliates to) , use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things actions necessary, proper or advisable under applicable Law and this Agreement to consummate the Closing as promptly as practicablereasonably practicable after the date hereof, and in any event, prior to the Outside Date, including using their reasonable best efforts: (i) to cause the preparation and filing of all formsobtaining, registrations and notices required or causing to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority; (ii) to defend, and seek to prevent the initiation ofobtained, all lawsuits and all other proceedings by Consents that are or before any Governmental Authority challenging this Agreement, any Ancillary Agreement become necessary or advisable in connection with the consummation of the transactions contemplated hereby or thereby and by this Agreement; (ii) responding as promptly as reasonably practicable to cause to be lifted or rescinded any injunction, decree, ruling, order or other action requests for information made by any Governmental Authority adversely affecting Authority, including any request from the ability Federal Trade Commission or the Department of Purchaser and Seller Justice for additional information or documentary materials; (iii) cooperating fully with the other Party in promptly seeking to consummate the Closing without delayobtain all such Consents; and (iiiiv) to cause defending any lawsuits or other proceedings, whether judicial or administrative, challenging this Agreement or the conditions to Ancillary Agreements or the Closing specified in Article IX to be satisfiedtransactions contemplated hereby or thereby. In furtherance of and not in limitation of the foregoing, each of The Purchaser and the Seller agrees to make or cause to be made an appropriate filing of a shall prepare and file the required Notification and Report Form pursuant to Forms under the HSR Act within 15 with the FTC and the DOJ, and the required notifications, filings, registrations, submissions and other materials required or necessary under any other applicable Antitrust Law and any applicable Law with respect to foreign investment, as promptly as reasonably practicable after the date of this Agreement and in any event, with respect to the required Notification and Report Forms under the HSR Act with the FTC and the DOJ, no later than fifteen (15) Business Days after the date hereof of this Agreement. All filings made in connection with the foregoing sentence shall be made in compliance with the requirements of applicable Law, including Antitrust Laws and any filings or applications required under the Laws of any non-U.S. jurisdiction as required with respect to the transactions contemplated hereby promptly after the date hereofforeign investment. Each of Purchaser and Seller further agrees to use reasonable best efforts to certify substantial compliance with any “second request” or similar request for additional information or documentary material from the Department of Justice or the Federal Trade Commission pursuant to the HSR Act, or any Supplementary Information Request from the Canadian Competition Bureau, within 90 days after receipt of such second request or Supplementary Information Request and to produce documents on a rolling basis. Nothing contained in this Agreement shall require Seller or any of its Affiliates to relinquish or forbear any right or pay any consideration to any other Person (other than nominal All filing and application fees to Governmental Authorities and fees and expenses of advisors and consultantspayable in connection with the notifications, filings, registrations, submissions or other materials contemplated by this Section 6.04(a) from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requested.shall be paid promptly when due by the Purchaser. 72