Common use of Efforts; Obtaining Consents Clause in Contracts

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 advise the Company and Sellers promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority in connection with the transactions contemplated hereby. (c) All filing fees required in connection with the application for or prosecution of the Government Consents and the Government Filings shall be borne by the Buyer. All other fees, expenses and disbursements (including the costs of preparation of any such filings) incurred in connection with the Government Consents and the Government Filings shall be borne by the Buyer if incurred by or on behalf of the Buyer and by the Company if incurred by or on behalf of the Company or the Sellers.

Efforts; Obtaining Consents. (a) Subject to the terms and conditions herein provided, the Company, each of the Sellers USRealty, SCGI and Buyer each Purchaser agrees to use its all 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 leases, mortgages and other contractscontracts necessary for the consummation of the transactions contemplated hereby, (ii) to make all required filings and registrations with, and submissions of information requested by, and to obtain all consents, approvals and authorizations that are required to be obtained under any applicable law or regulation (the "GOVERNMENT CONSENTS")from, Governmental Authorities, (iii) to lift or rescind any injunction or injunction, restraining order order, decree or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, and (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 CompanyEach of USRealty, each SCGI and Purchaser shall use all reasonable efforts to prevent the entry, enactment or promulgation of the Sellers and Buyer further covenant and agree, with respect to a 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 use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (b) The Company SCGI and USRealty shall promptly file or cause to be filed with the Antitrust Division of the United States Department of Justice and the Sellers, on United States Federal Trade Commission pursuant to the one hand, HSR Act all requisite documents and Buyer, on notifications in connection with the other hand, transactions contemplated by this Agreement. SCGI shall pay the filing fee incurred in connection with such filings under the HSR Act. Each party hereto 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 Governmental Authority regarding any of the transactions contemplated hereby. If any such party either SCGI or USRealty or any Affiliate thereof receives a request for additional information or documentary material from any such government or authority Governmental Authority with respect to the transactions contemplated hereby, then such party will shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partiesparty, an appropriate response in compliance with such request. Buyer Each of the parties hereto will advise the Company and Sellers other promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer it proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority Governmental Authority in connection with the transactions contemplated hereby. (c) All filing fees required SCGI shall use all reasonable efforts to cause the financing necessary for the satisfaction of the condition in Section 6.2(b) to be obtained on the terms set forth in the commitment letter attached to Schedule 6.2(b) of the SCGI Disclosure Schedule or on such other terms as may be commercially available at the time of funding. (d) SCGI shall file articles supplementary with the Maryland State Department of Assessments and Taxation in connection with the application for or prosecution of the Government Consents and the Government Filings shall be borne by the Buyer. All other fees, expenses and disbursements (including the costs of preparation of any such filings) incurred in connection with the Government Consents and the Government Filings shall be borne by the Buyer if incurred by or on behalf of the Buyer and by the Company if incurred by or on behalf of the Company or the SellersCharter Amendment.

Efforts; Obtaining Consents. (a) Subject to the terms and conditions herein provided, the Company, each of the Sellers Seller, Parent and Buyer each THEH agrees to use its all 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 others 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 leases, mortgages and other contractscontracts necessary for the consummation of the transactions contemplated hereby, (ii) to make all filings with, and to obtain all consents, approvals and authorizations that are required to be obtained under any applicable law or regulation (the "GOVERNMENT CONSENTS")from, Governmental Authorities, (iii) to lift or rescind any injunction or injunction, restraining order order, decree 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")Governmental Authorities, and (v) to fulfill all conditions to this Agreement. The CompanyEach of Seller, each Parent and THEH shall use all reasonable efforts to prevent the entry, enactment or promulgation of the Sellers and Buyer further covenant and agree, with respect to a 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 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, Each party hereto 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 Governmental Authority regarding any of the transactions contemplated hereby. If any such party of Parent, THEH or Seller or any Affiliate thereof receives a request for additional information or documentary material from any such government or authority Governmental Authority with respect to the transactions contemplated hereby, then such party will shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partiesparty, an appropriate response in compliance with such request. Buyer Each of Parent, THEH and Seller will advise the Company and Sellers others promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer it proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority Governmental Authority in connection with the transactions contemplated hereby. (c) All filing fees required in connection with the application for or prosecution of the Government Consents and the Government Filings shall be borne by the Buyer. All other fees, expenses and disbursements (including the costs of preparation of any such filings) incurred in connection with the Government Consents and the Government Filings shall be borne by the Buyer if incurred by or on behalf of the Buyer and by the Company if incurred by or on behalf of the Company or the Sellers.

Efforts; Obtaining Consents. (a) Subject to the terms and conditions herein provided, the Company, each of the Sellers Seller and Buyer each agrees agree 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 hereby, and to cooperate with the other in connection with the foregoing, including using its all reasonable best efforts (i) to obtain all necessary the 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"described on SCHEDULE 3.7(B), (iiiii) 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, (iviii) 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")any Government Authority, and (viv) to fulfill all conditions to this Agreement. The Company, each of the Sellers . (b) Seller and Buyer further covenant and agree, with respect to a 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 their respective all reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. In furtherance and not in limitation of the foregoing, Buyer and Seller shall use all reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby. (bc) The Company and the Sellers, on the one hand, and Buyer, on the other hand, Each party hereto 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 Government Authority regarding any of the transactions contemplated hereby. If any such either party or any Affiliate thereof receives a request for additional information or documentary material from any such government or authority Government 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 partiesparty where such consultation is necessary or appropriate, an appropriate response in compliance with such request. Buyer will advise the Company and Sellers promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority in connection with the transactions contemplated hereby. (c) All filing fees required in connection with the application for or prosecution of the Government Consents and the Government Filings shall be borne by the Buyer. All other fees, expenses and disbursements (including the costs of preparation of any such filings) incurred in connection with the Government Consents and the Government Filings shall be borne by the Buyer if incurred by or on behalf of the Buyer and by the Company if incurred by or on behalf of the Company or the Sellers.

Efforts; Obtaining Consents. (a) Subject to the terms and conditions herein provided, the Company, each of the Sellers and Buyer each (provided that with respect to Buyer's financing, Section 5.8 and not this Section shall govern the matters covered thereby) agrees to use its commercially 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 commercially reasonable best efforts (i) where practicable, to obtain all necessary waivers, consents and approvals from other parties to material loan agreementsagreements and contracts (including, leases without limitation, any agreements relating to Indebtedness) and, on the part of Buyer and the Sellers, to obtain without additional cost to Buyer, the Companies, the Subsidiaries or the Sellers (except that Buyer and the Sellers agree to take such actions as specified on Schedule 5.2 hereto) all consents and agreements and to make such other contractsprovisions reasonably necessary or requested by Buyer to enable Buyer to continue to operate the Business and in the same manner and under the same terms and arrangements currently operated without increasing the costs of such activity to Buyer or the Companies and the Subsidiaries, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any applicable law or regulation (the "GOVERNMENT CONSENTS")from Governmental Authorities, (iii) to lift or rescind any injunction or injunction, restraining order order, decree 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 any similar required foreign filings and submissions of information requested by governmental authorities Governmental Authorities, (v) to cooperate with the "GOVERNMENT FILINGS"), other parties hereto in connection with planning the transition of the ownership of the Companies and managing the integration of operations of the Business with the operations of Buyer and (vvi) 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, parties hereto shall promptly inform the other others of any material communication communications from the United States Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority Governmental 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 Governmental 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 partiesparty, an appropriate response in compliance with such request. Buyer will advise the Company and Sellers promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority in connection with the transactions contemplated hereby. (c) All filing fees required in connection with the application for or prosecution of the Government Consents and the Government Filings shall be borne by the Buyer. All other fees, expenses and disbursements (including the costs of preparation of any such filings) incurred in connection with the Government Consents and the Government Filings shall be borne by the Buyer if incurred by or on behalf of the Buyer and by the Company if incurred by or on behalf of the Company or the Sellers.

Efforts; Obtaining Consents. (a) Subject to the terms and conditions herein provided, the Company, each of the Sellers Seller and Buyer each Parent agrees to use its all 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 leases, mortgages and other contractscontracts necessary for the consummation of the transactions contemplated hereby including, without limitation, the credit agreements listed on Schedule 5.2 hereto, (ii) to make all filings with, and to obtain all consents, approvals and authorizations that are required to be obtained under any applicable law from, Governmental Authorities, including without limitation the filing by or regulation (on behalf of Parent with the "GOVERNMENT CONSENTS")Registrar of Companies of the British Virgin Islands of a notice of amendment to the Memorandum of Association of Parent to reflect the Memorandum Amendment, (iii) to lift or rescind any injunction or injunction, restraining order order, decree 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")Governmental Authorities, and (v) to fulfill all conditions to this Agreement. The CompanyEach of Seller and Parent shall use all reasonable efforts to prevent the entry, each enactment or promulgation of the Sellers and Buyer further covenant and agree, with respect to a 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 use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. . (b) The Company Seller and Parent shall promptly file or cause to be filed with the Antitrust Division of the United States Department of Justice and the Sellers, on Federal Trade Commission pursuant to the one hand, HSR Act all requisite documents and Buyer, on notifications in connection with the other hand, transactions contemplated by this Agreement. Parent shall pay the filing fee incurred in connection with such filings under the HSR Act. Each party hereto 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 Governmental Authority regarding any of the transactions contemplated hereby. If any such party either Parent or Seller or any Affiliate thereof receives a request for additional information or documentary material from any such government or authority Governmental Authority with respect to the transactions contemplated hereby, then such party will shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partiesparty, an appropriate response in compliance with such request. Buyer Each of Parent and Seller will advise the Company and Sellers other promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer it proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority Governmental Authority in connection with the transactions contemplated hereby. . Section 5.3. Further Assurances. Seller, Parent, TH USA and THEH agree that, from time to time, whether before, at or after the Closing Date, each of them will take such other action (cincluding, on the part of Seller, using its best efforts to cause the Continuing Affiliates to take such action and, on the part of Parent, using its best efforts to cause its subsidiaries to take such action) All filing fees required in connection with as may be necessary to carry out the application for or prosecution purposes and intents of the Government Consents this Agreement and the Government Filings shall Ancillary Agreements including, without limitation, Parent and TH USA taking such actions as may be borne by necessary to enable TH USA to deliver to Seller the Buyer. All other fees, expenses and disbursements (including the costs of preparation of any such filings) incurred in connection with the Government Consents and the Government Filings shall be borne by the Buyer if incurred by or on behalf of the Buyer and by the Company if incurred by or on behalf of the Company or the SellersPurchase Price Shares.

Efforts; Obtaining Consents. (a) Subject to the terms and conditions herein provided, the Company, each of the Sellers Company and Buyer each agrees to use its best reasonable best efforts ef- forts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable advis- able to consummate and make effective as promptly as practicable practi- cable 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 without increased cost all necessary waivers, consents and approvals from other parties to material loan leases, contracts, licenses, commitments, agreements and arrangements (including, without limitation, any debt-related agreements) and to obtain with- out increased cost all consents and agreements and to make such other provisions, leases to the extent permitted by law, in- cluding entering into interim management or services arrange- ments, reasonably necessary or requested by Buyer and on terms reasonably acceptable to the Company and Buyer (without payment to the Company other contractsthan reimbursement of out-of- pocket expenses and customary indemnity) to enable Buyer (or a third party or third parties chosen by Buyer) to continue to sell and serve alcoholic beverages and engage in gaming, lottery or gambling activities at each of the Centers (in- cluding, without limitation, with respect to gaming in the State of Washington for a period of up to 60 days if Buyer reasonably believes that it will be able to receive its own licenses with respect thereto following such 60-day period) in the same manner and under the same terms and arrangements as such beverages are currently sold and served and such ac- tivities are engaged in, without significantly increasing the costs of such sales, services or activities to Buyer with re- spect to the relevant Center (or to the extent requested by Buyer, to enable Buyer to have the economic benefits thereof from and after the Closing), (ii) without the imposition of restrictions on the terms of the transactions contemplated hereby and by the Ancillary Agreements or on the current or future ownership or operation of the Centers or on any other activities or business of the respective parties or their Af- filiates, to obtain all consents, approvals and authorizations authoriza- tions that are required to be obtained under any applicable law or regulation (the "GOVERNMENT CONSENTS")from Governmental Au- thorities, (iii) without the imposition of restrictions on the terms of the transactions contemplated hereby or by the Ancillary Agreements or on the current or future operation of the Centers or on any other activities or business of the re- spective parties or their Affiliates, to lift or rescind any injunction or injunction, restraining order order, decree, or other order adversely ad- versely affecting the ability of the parties hereto to consummate con- summate the transactions contemplated hereby, (iv) to effect all necessary registrations and filings as promptly as practical including, but not limited to, making all filings under the HSR Act, a request for early termination of the waiting period under the HSR Act and submissions of information requested by governmental authorities (the "GOVERNMENT FILINGS")Governmental Au- thorities, 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 beAgree- ment. (b) The Company and the Sellers, on the one hand, and Buyer, on the other hand, Each party hereto shall promptly inform the other of any material communication communications from the United States Federal Trade Commission, the United States Department of Justice or any other domestic or foreign government or governmental or multinational authority Governmental Authority regarding any of the transactions contemplated hereby. If any such party or any Affiliate thereof receives a request for additional information informa- tion or documentary material from any such government or authority Governmental Au- thority 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 con- sultation with the other partiesparty, an appropriate response in compliance with such request. Buyer will advise the Company and Sellers promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority in connection with the transactions contemplated hereby. (c) All filing fees required in connection with Each party shall advise the application for or prosecution of the Government Consents and the Government Filings shall be borne by the Buyer. All other fees, expenses and disbursements (including the costs of preparation party if it becomes aware of any such filings) incurred in connection with fact or circumstance that would give rise to the Government Consents and the Government Filings shall be borne by the Buyer if incurred by breach of a representation or on behalf warranty of the Buyer and by the Company if incurred by or on behalf of the Company or the Sellerseither party hereto.