Efforts; Obtaining Consents; Antitrust Laws. (a) Subject to the terms and conditions herein provided, each Party shall use its 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 fully with the other in connection with the foregoing, including using all reasonable efforts (i) to obtain all necessary waivers, consents and approvals from other parties to loan agreements, leases and other contracts with third parties, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign law or regulation, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, (iv) to effect all necessary registrations and filings including filings under the HSR Act and submissions of information requested by any Government Authority and (v) to fulfill all conditions set forth in Articles VIII and IX of this Agreement. Each Party further shall, with respect to any 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 to consummate the transactions contemplated hereby, use all reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be.
Efforts; Obtaining Consents; Antitrust Laws. (a) ------------------------------------------- Subject to the terms and conditions herein provided, Seller and Buyer each agree 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 (i) to obtain all necessary waivers, consents and approvals from other parties to the Assigned Leases and other agreements described in Section 9.6 below and, at the request of Buyer (but not requiring payment, other than de minimus processing fees, for waivers, consents or approvals), any other Contract, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign law or regulation, (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 including, but not limited to, filings under the HSR Act and submissions of information requested by any Government Authority, and (v) to fulfill all conditions to this Agreement; provided that obtaining any such consent (other than with respect to the Assigned Leases, software agreements and contracts listed in Schedules 9.6(a) and (b) hereto) shall not be a condition to Closing. Seller and Buyer further covenant and agree, with respect to any 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 respectively use all reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be. In furtherance and not in limitation of the foregoing, Buyer shall use all reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any Antitrust Law.
Efforts; Obtaining Consents; Antitrust Laws. (a) Subject to the terms and conditions herein provided, Seller and Buyer each agree to use 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 (i) to obtain all necessary waivers, consents and approvals from other parties to loan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Federal, state, local or foreign law or regulation, (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 including, but not limited to, any filings required under the HSR Act and submissions of information requested by any Government Authority, (v) to deliver to Buyer prior to or at the Closing estoppel certificates in form and substance reasonably satisfactory to Buyer and Seller executed by the account debtors (as to any account debtor whose accounts receivable or notes payable to Seller total in excess of $15,000) containing such other representations and warranties as may be reasonably requested by Buyer, and (vi) to fulfill all conditions to this Agreement.
