Efforts; Obtaining Consents. (a) Subject to the terms and conditions herein provided, the Company, each of the Sellers and Buyer each agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the other in connection with the foregoing, including using its reasonable best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any applicable law or regulation (the "GOVERNMENT CONSENTS"), (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (iv) to effect all necessary registrations and filings as promptly as practical including, but not limited to, filings under the HSR Act and submissions of information requested by governmental authorities (the "GOVERNMENT FILINGS"), and (v) to fulfill all conditions to this Agreement. The Company, each of the Sellers and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be.
(b) The Company and the Sellers, on the one hand, and Buyer, on the other hand, shall promptly inform the other of any material communication from the United States Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority regarding any of the transactions contemplated hereby. If any such party or any Affiliate thereof receives a request for additional information or documentary material from any such government or authority with respect to the transactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Buyer will ...
Efforts; Obtaining Consents. Subject to the terms and conditions herein provided, MEI, Sub and Investor each agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby and to cooperate with the other in connection with the foregoing, including using all reasonable efforts (1) to obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts, (2) to obtain the consents, approvals and authorizations that are required to be obtained from any Governmental Authority, (3) to prevent the entry of, or to lift or rescind, any Order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (4) to effect all necessary registrations and filings including, but not limited to, filings under the HSR Act and submissions of information requested by Governmental Authorities and (5) to fulfill all conditions to this Agreement.
Efforts; Obtaining Consents. (a) Subject to the terms and conditions herein provided, Seller and Buyer each agree to use all best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with the other in connection with the foregoing, including using all best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material loan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained from any Governmental Authority, (iii) to prevent the entry of, or to lift or rescind, any Order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (iv) to effect all necessary registrations and filings including, but not limited to, filings under the HSR Act and submissions of information requested by Governmental Authorities, and to take, or cause to be taken, all actions necessary in connection therewith, including, in the case of Buyer, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets used in businesses that are similar to the Business, provided that neither Buyer nor its Affiliates shall be required to refuse to deal with any distributors or customers, as may be required in order (A) to avoid any Governmental Authority commencing, or authorizing its staff to commence, an Action seeking a temporary restraining order, a preliminary or permanent injunction or any other order or decree, the entry of which would have the effect of preventing the Closing, or (B) to effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing, and (v) to fulfill all conditions to this Agreement; provided, however, that such cooperation shall not include any obligation of Buyer or Seller to incur unreasonable expense in any one instance, commence any litigation (other than as may be required by clause (iv)(B) above) or offer or grant any unreasonable accommodation (financial or otherwise) to any third party in connection with any of the foregoing; provided, further, that neither Buyer nor Seller shall be obligated to incur aggregate expenses in ...
Efforts; Obtaining Consents. Subject to the terms and conditions herein provided, MEI, Sub and Investor each agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby and to cooperate with the other in connection with the foregoing, including using all reasonable efforts (1) to obtain all nec essary waivers, consents and approvals from other partixx xx mate rial loan agreements, leases and other contracts, (2) to obtain the consents, approvals and authorizations that are required to be obtained from any Governmental Authority, (3) to prevent the entry of, or to lift or rescind, any Order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (4) to effect all necessary registrations and filings including, but not limited to, filings under the HSR Act and submissions of information requested by Governmental Authorities and (5) to fulfill all conditions to this Agreement.
Efforts; Obtaining Consents
