Common use of Efforts Clause in Contracts

Efforts. Each Party shall use commercially reasonable efforts to take all actions and to do all things necessary to consummate, make effective and comply with all of the terms of this Agreement. Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including those post-Closing actions contemplated by Section 7.2. Promptly after Closing, Buyer shall: (a) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (b) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental Authorities; and (c) except as otherwise provided for herein, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents and approvals. Promptly after Closing, Seller shall deliver all notices that are required to be delivered in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder.

Efforts. Each Party shall will use commercially reasonable efforts to take take, or to cause to be taken, all actions and to do do, or cause to be done, all things necessary necessary, proper or advisable under applicable Laws and regulations to consummate, consummate and make effective and comply with all of the terms of this Agreement. Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including those post-Closing actions (a) cooperation in determining whether any action by or in respect of, or filing with, any governmental body, agency or other official authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by Section 7.2hereby; (b) cooperation in seeking and obtaining any such actions, consents, approvals, or waivers; and (c) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Promptly after Closing, Buyer shall: (ai) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities governmental authorities and Buyer shall provide to Seller copies of such recorded documents; (bii) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental Authoritiesgovernmental authorities; and (ciii) except as otherwise provided for herein, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets Conveyed Properties to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents and approvals. Promptly after Closing, Seller shall at Buyer’s sole cost and expense; and (iv) deliver all notices that are may be required to be delivered in connection with the assignment of the Assets Conveyed Properties to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder.

Efforts. Each Party shall use commercially reasonable efforts to take all actions and to do all things necessary to consummate, make effective and comply with all of the terms of this AgreementAgreement (including satisfaction, but not waiver, of the conditions to Closing for which it is responsible or of which it otherwise controls). Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including those post-Closing actions contemplated by Section 7.28.7 and Section 8.8. Promptly after Closing, Buyer shall: (a) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (b) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental Authorities; and (c) except as otherwise provided for herein, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents and approvals. Promptly after Closing, Seller shall at Buyer’s sole cost and expense; and (d) deliver all notices that are may be required to be delivered in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder.

Efforts. Each (a) Without prejudice to Section 7.2, each of the Parties agrees to use its reasonable commercial 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 Party in connection with the foregoing, including using its commercially reasonable efforts (i) to obtain all necessary waivers, consents and approvals from other parties to the Contracts; (ii) to obtain all Consents that are required to be obtained under any applicable Law; (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 by this Agreement; (iv) to effect all registrations and filings, if any, necessary to consummate the transactions contemplated hereby; and (v) to fulfill all conditions to the Closing (including those conditions set forth in Article VIII). (b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or Governmental Authorization that would otherwise be a Purchased Asset (the “Assigned Contracts”) if an attempted assignment thereof, without the Consent of another party thereto or any Governmental Entity, would constitute a breach of any such Assigned Contracts or in any way violate any applicable Law or other legal requirement of any Governmental Entity, and such Consent is not obtained prior to the Closing. (c) If, with respect to an Assigned Contract, such Consents are not obtained, or if an attempted assignment would be ineffective, the beneficial interest in and to such Assigned Contracts shall in any event pass to Buyer at the Closing, and each of Seller and the Company shall use commercially reasonable efforts to take provide to Buyer all actions of Seller’s or the Company’s, as the case may be, entire interest in the benefits under any such Assigned Contract. Each of Seller and the Company shall exercise or exploit its rights and options under any such Assigned Contract (including the right to elect to terminate such Assigned Contract in accordance with the terms thereof) only as directed by Buyer. If Buyer receives an economic benefit under any such Assigned Contract, Buyer shall accept the burdens and perform the obligations under such Assigned Contract as subcontractor of Seller or the Company, as the case may be, to the extent of the benefit received, and to do the extent such burdens and obligations would have constituted an Assumed Liability if such Assigned Contract had been transferred to Buyer at the Closing. Furthermore, if the other party(ies) to such an Assigned Contract subsequently consent to the assignment of such contract to Buyer, Buyer shall thereupon agree to assume and perform all things necessary liabilities and the obligations arising thereunder after the date of such consent, at which time such Assigned Contract shall be deemed a Purchased Asset, without the payment of further consideration, and the obligations so assumed thereunder shall be deemed Assumed Liabilities. (d) The Parties further covenant and agree, with respect to consummateany threatened or pending preliminary or permanent injunction or other order, make effective and comply with all decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the terms of this Agreement. Without limiting the generality of the foregoing, from time Parties to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of consummate the transactions contemplated by this Agreement, including those post-Closing actions contemplated by Section 7.2. Promptly after Closingto use commercially reasonable efforts to prevent the entry, Buyer shall: enactment or promulgation thereof, as the case may be; provided, however, that the foregoing shall not be deemed to require the parties to accept or agree to any requirement to divest or hold separate or in trust (aor the imposition of any other condition or restriction with respect to) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies any assets or operations of such recorded documents; (b) actively pursue Party or the approval of all Customary Post-Closing Consents from the applicable Governmental Authorities; and (c) except as otherwise provided for herein, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents and approvals. Promptly after Closing, Seller shall deliver all notices that are required to be delivered in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunderBusinesses.

Efforts. Each Party (a) Subject to the terms and conditions hereof (including the remainder of this Section 3.1) and the other Transaction Documents, each party shall use its commercially reasonable efforts to take take, or cause to be taken, all actions and to do do, or cause to be done, all things necessary necessary, proper or desirable under Applicable Law to consummatecarry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents or approvals from, and to make all filings with and to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this Agreement and the other Transaction Documents, which, for the avoidance of doubt, shall include providing, as promptly as reasonably practicable and advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law), (i) as promptly as reasonably practicable after written notice from Walmart, and in any event no later than in accordance with established regulatory timeframes, the parties shall file any Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date if required”) and (ii) as promptly as reasonably practicable after written notice from Walmart, file, make effective and comply or give, as applicable, all other filings, requests or notices required under any other Antitrust Laws, in each case with all respect to the exercise of the terms Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). Walmart shall be responsible for payment of this Agreementall filing fees associated with the HSR Act and any other Antitrust Laws. In addition, following the receipt of the Initial Antitrust Clearance, to the extent required by Applicable Law (including, for the avoidance of doubt, any Antitrust Law) in connection with any further exercise of Warrant Shares (in each case, whether in full or in part), the parties shall file, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests or notices required under any Antitrust Laws, including the HSR Act (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer each party shall each execute, acknowledge and deliver supply as promptly as reasonably practicable to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, appropriate Governmental Entities any information and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including those post-Closing actions contemplated by Section 7.2. Promptly after Closing, Buyer shall: (a) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (b) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental Authorities; and (c) except as otherwise provided for herein, actively pursue all other consents and approvals documentary material that may be required in connection with pursuant to the assignment HSR Act or any other Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or termination of the Assets to Buyer waiting period under the HSR Act and the assumption receipt of all exemptions, authorizations, consents or approvals, the making of all filings and the giving of all notices, and the expiration of all waiting periods, pursuant to any other Antitrust Laws, in each case to the extent required with respect to the Initial Filing Transaction, and (y) the absence at such time of any Applicable Law or Order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in each case that has the effect of preventing the consummation of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents and approvals. Promptly after Closing, Seller shall deliver all notices that are required to be delivered in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunderInitial Filing Transaction.

Efforts. Each Party shall use commercially reasonable efforts to take all actions and to do all things necessary to consummate, make effective and comply with all of the terms of this Agreement. Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including those post-Closing actions contemplated by Section 7.28.4 and Section 8.5. Promptly after Closing, Buyer shall: (a) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (b) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental Authorities; and (c) except as otherwise provided for herein, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents and approvals. Promptly after Closing, Seller shall deliver all notices that are required to be delivered by Buyer in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder.

Efforts. Subject to Section 4.9, Each Party shall will use commercially reasonable efforts to take take, or to cause to be taken, all actions and to do do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Transactions, including (a) cooperation in determining whether any action by or in respect of, or filing with, any Governmental Body is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the Transactions; (b) cooperation in seeking and obtaining any such actions, consents, approvals, or waivers; and (c) the execution of any additional instruments necessary to consummate, make effective and comply with all of consummate the terms of this Agreement. Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including those post-Closing actions contemplated by Section 7.2Transactions. Promptly after the Closing, Buyer shall: (a) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (bi) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental AuthoritiesBodies; and (cii) except as otherwise provided for hereinsubject to Sellers’ obligations pursuant to Section 5.9, actively pursue all other consents and approvals that may be required in connection with the assignment sale of the Assets Company Capital Stock to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents at Buyer’s sole cost and approvals. Promptly after Closingexpense; and (iii) except as otherwise set forth herein, Seller shall deliver all notices that are may be required to be delivered in connection with the assignment sale of the Assets Company Capital Stock to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder.

Efforts. Each Party shall will use commercially reasonable efforts to take take, or to cause to be taken, all actions and to do do, or cause to be done, all things necessary necessary, proper or advisable under applicable Laws and regulations to consummate, consummate and make effective and comply with all of the terms of this Agreement. Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including those post-Closing actions (a) cooperation in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by Section 7.2hereby; (b) cooperation in seeking and obtaining any such actions, consents, approvals, or waivers; and (c) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Promptly after Closingclosing hereunder, Buyer EPC shall: (ai) record the Assignment and all state and federal assignments executed at the Closing closing in all applicable real property records and/or, if applicable, the records of all state and federal Governmental Authorities governmental authorities and Buyer EPC shall provide to Seller Sellers copies of such recorded documents; (bii) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental Authorities; and (ciii) except as otherwise provided for herein, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets ½ Property Share to Buyer EPC and the assumption of the rights, interests, obligations and liabilities assumed by Buyer EPC hereunder that have not been obtained prior to Closing, provided that Seller Sellers shall reasonably cooperate with Buyer EPC in obtaining such other consents and approvals. Promptly after Closing, Seller shall at EPC’s sole cost and expense; and (iv) deliver all notices that are may be required to be delivered in connection with the assignment of the Assets ½ Property Share to Buyer EPC and the assumption of the rights, interests, obligations and liabilities assumed by Buyer EPC hereunder.

Efforts. Each Upon the terms and subject to the conditions in this Agreement, each Party shall will use commercially reasonable best efforts to take all actions action and to do all things necessary or advisable to consummate, consummate and make effective and comply with all of the terms of this Agreement. Without limiting the generality of the foregoingTransaction as promptly as reasonably practicable following December 31, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement2023, including those post-Closing actions contemplated by Section 7.2. Promptly after Closing, Buyer shall: (a) record satisfaction, unless waived by the Assignment and all state and federal assignments executed at Party to whose benefit they would otherwise accrue, of the Closing closing conditions in all applicable real property records and/orArticle 6, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (b) actively pursue defending any Proceedings challenging the approval Transaction or the performance of all Customary Post-Closing Consents from the applicable Governmental Authorities; and obligations of any Party in connection with the Transaction, (c) except as otherwise provided for hereinobtaining, actively pursue all other consents delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and approvals filings that may be are required in connection with the assignment consummation of the Assets Transaction and (d) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance, books, records or other information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, including the timely execution and delivery of all closing deliverables and the delivery to Buyer or one or more of its designees such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as shall be reasonably necessary to vest at Closing in Buyer or one or more of their designees all right, title and interest in, to and under the Membership Interests in the manner described herein, free and clear of all Liens (other than Permitted Liens), and in form and substance reasonably satisfactory to Buyer. From and after the Closing, Sellers and Buyer agree to, from time to time, execute and deliver such other documents, certificates, agreements, and other writings as any other Party reasonably requests, and to take such other actions, as may be reasonably necessary, proper, or advisable in order to (x) consummate or implement expeditiously the Transaction, (y) facilitate the transition of the Company and the assumption Business and (z) allow for the continued operation of the rightsCompany in the Ordinary Course. Notwithstanding the foregoing in this Section 5.1, interestsbut subject to the provisions of Section 5.10 hereof, obligations and liabilities assumed by none of Buyer hereunder that have not been obtained prior or any of its Affiliates will be obligated to Closingmake any payments, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents and approvals. Promptly after Closingor otherwise pay any consideration, Seller shall deliver all notices that are required to be delivered in connection with the assignment of the Assets any third party to Buyer and the assumption of the rightsobtain any applicable consent, interests, obligations and liabilities assumed by Buyer hereunderwaiver or approval related to this Agreement.

Efforts. Subject to Section 4.10, Each Party shall will use commercially reasonable efforts to take take, or to cause to be taken, all actions and to do do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Transactions, including (a) cooperation in determining whether any action by or in respect of, or filing with, any Governmental Body is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the Transactions; (b) cooperation in seeking and obtaining any such actions, consents, approvals, or waivers; and (c) the execution of any additional instruments necessary to consummate, make effective and comply with all of consummate the terms of this Agreement. Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, and as are commercially reasonable to be performed in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including those post-Closing actions contemplated by Section 7.2Transactions. Promptly after the Closing, Buyer shall: (a) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (bi) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental AuthoritiesBodies; and (cii) except as otherwise provided for hereinsubject to Sellers’ obligations pursuant to Section 5.10, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets Properties to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents at Buyer’s sole cost and approvals. Promptly after Closingexpense; and (iii) except as otherwise set forth herein, Seller shall deliver all notices that are may be required to be delivered in connection with the assignment of the Assets Properties to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder.

Efforts. Each Party shall use commercially reasonable efforts to take all actions and to do all things necessary to consummate, make effective and comply with all of the terms of this AgreementAgreement (including satisfaction, but not waiver, of the conditions to Closing for which it is responsible or of which it otherwise controls). Without limiting the generality of the foregoing, from time to time after Closing, Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments as may be reasonably requested by the other Party, at such requesting Party’s cost, Party and as are commercially reasonable to be performed executed in order to accomplish more effectively accomplish the purposes of the transactions contemplated by this Agreement, including addressing scrivener’s errors and omissions and those post-Closing actions contemplated by Section 7.27.6 and Section 7.7. Promptly after Closing, Buyer shall: (a) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (b) actively pursue the approval of all Customary Post-Closing Consents from the applicable Governmental Authorities; and (c) except as otherwise provided for herein, actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate (without incurring any expense to any Non-Party, other than Seller’s or its Affiliates’ employees) with Buyer in obtaining such other consents and approvals. Promptly after Closing, Seller shall ; and (d) deliver all notices that are (except to the extent Seller is required to deliver notices hereunder) that may be delivered required in connection with the assignment of the Assets to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder.