Common use of Filings; Consents; Etc Clause in Contracts

Filings; Consents; Etc. The Seller Parties and the Additional Sellers will use their commercially 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 in compliance with applicable laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, the Seller Parties will give all notices and make all required filings with or applications to Authorities required to be made by any Seller, Additional Seller, the Company, or any Subsidiary, and use commercially reasonable efforts to obtain all consents of all third parties, including Authorities, that are necessary for the Parties to consummate the transactions contemplated hereby. In addition, the Seller Parties agree to use commercially reasonable efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (b) cause the conditions set forth herein to be satisfied and to consummate the transactions contemplated hereby. The Buyer shall reasonably cooperate with the Seller Parties (i) in determining whether any action by or in respect of, or filing with, any Authority is required, or any consents are required to be obtained from any third parties, in connection with the consummation of the transactions contemplated hereby and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such consents.

Filings; Consents; Etc. The Seller Parties ATT and the Additional Sellers will shall use their commercially reasonable efforts 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 in compliance with applicable laws Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated herebyhereby including such actions or things as the Buyer may reasonably request in order to cause any of the conditions to such other party's obligation to consummate the transactions contemplated by this Agreement to be fully satisfied. Without limiting the generality of the foregoing, ATT and the Seller Parties will Sellers shall give all notices and notices, make all required filings with or applications to Authorities required to be made by any Seller, Additional Seller, the Company, or any SubsidiaryGovernmental Authorities, and use commercially reasonable efforts Best Efforts to obtain all consents Consents of all third parties, including Governmental Authorities, that are necessary for the Parties parties to consummate the transactions contemplated hereby. In addition, ATT and the Seller Parties Sellers agree to use commercially reasonable efforts Best Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties parties to consummate the transactions contemplated hereby, and (b) cause the conditions set forth herein in SECTION 8.1 to be satisfied and to consummate the transactions contemplated hereby, (c) obtain all consents, approvals and waivers from other parties to Contracts necessary in order to consummate the transactions contemplated hereby, (d) to the extent necessary in order to consummate the transactions contemplated hereby, obtain licenses, permits, authorizations, registrations, qualifications or other permission or action, and give all necessary notices to and make all necessary filings with and applications and submissions to, any Governmental Authority or other Person required to be obtained, given or made by the Sellers as soon as reasonably practicable after execution of this Agreement and (e) defend all lawsuits or other legal proceedings challenging this Agreement, the Other Agreements or the consummation of the transactions contemplated hereby. The Buyer shall reasonably cooperate with the Seller Parties (i) in determining whether Prior to making any action by or in respect ofapplication to, or filing with, any Governmental Authority is required, or any consents are required to be obtained from any third parties, in connection with this Agreement, ATT, the consummation Sellers' Representative and the Buyer shall provide each other with drafts of the transactions contemplated hereby relevant portions thereof and (ii) in taking afford such actions or making any other parties a reasonable opportunity to comment on such filings, furnishing information required in connection therewith and seeking timely to obtain any such consentsdrafts.

Filings; Consents; Etc. The Seller Parties and the Additional Sellers will Company shall use their commercially reasonable efforts 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 in compliance with applicable laws Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, the Seller Parties will Company shall give all notices and notices, make all required filings with or applications to Authorities required to be made by any Seller, Additional Seller, the Company, or any SubsidiaryGovernmental Authorities, and use commercially reasonable efforts Best Efforts to obtain all consents Consents of all third parties, including AuthoritiesGovernmental Authorities and all Consents listed on SCHEDULE 4.4, that are necessary for the Parties parties to consummate the transactions contemplated hereby. The Company shall reasonably cooperate with Parent in connection with any financing sought by Parent related to the Merger, including providing reasonable access to the books and records, officers, agents, and other representatives of the Company, providing customary certifications to placement agents or auditors, and authorizing and requesting the Company's accountants to provide any customary "comfort" letters or to otherwise cooperate in connection with such financing. In addition, the Seller Parties agree Company agrees to use commercially reasonable efforts Best Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties parties to consummate the transactions contemplated hereby, and (b) cause the conditions set forth herein in SECTION 8.1 and SECTION 8.2 to be satisfied and to consummate the transactions contemplated hereby. The Buyer In addition to and without limitation of the foregoing, the Company undertakes and agrees to file as soon as practicable, and in any event not later than the tenth Business Day after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and shall reasonably pay 50% of the filing fee in connection therewith. Furthermore, notwithstanding any provisions of this Agreement to the contrary, the Company shall cooperate with Parent in connection with any actions by Parent to avoid or eliminate any impediment under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Authority with respect to the Seller Parties Agreement so as to make effective as promptly as practicable the transactions and to avoid any suit or proceeding that would otherwise have the effect of preventing or delaying the Closing beyond the Termination Date. The Company shall (i) in determining whether promptly notify Parent of any action by written communication to the Company or in respect of, or filing with, any Authority is required, or any consents are required to be obtained its Affiliates from any third partiesGovernmental Authority and, subject to applicable Law, permit Parent to review in advance any proposed written communication to any of the foregoing (and consider in good faith the views of the other party in connection with the consummation of the transactions contemplated hereby and therewith); (ii) not agree to participate, or to permit its Affiliates to participate, in taking such actions any substantive meeting or making discussion with any such Governmental Authority in respect of any filings, furnishing information required investigation or inquiry concerning this Agreement unless it consults with Parent in connection therewith advance and, to the extent permitted by such Governmental Authority, gives Parent the opportunity to attend and seeking timely participate thereat; and (iii) furnish Parent with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and its respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to obtain any such consentsthis Agreement.

Filings; Consents; Etc. The Seller Parties and the Additional Sellers will Company shall use their commercially 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 in compliance with applicable laws Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, the Seller Parties will Company shall give all notices and notices, make all required filings with or applications to Authorities required to be made by any Seller, Additional Seller, the Company, or any SubsidiaryGovernmental Authorities, and use commercially reasonable efforts to obtain all consents of all third partiesas set forth on Schedule 8.2(d), including Authorities, that are necessary required for the Parties parties to consummate the transactions contemplated hereby. In addition, the Seller Parties agree Company agrees to use commercially reasonable efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (b) cause the conditions set forth herein in Section 8.1 and Section 8.3 to be satisfied and to consummate the transactions contemplated hereby. The Buyer shall reasonably cooperate In addition to and without limitation of the foregoing, the Company undertakes and agrees to file as soon as practicable, and in any event not later than the fifth Business Day after the date hereof, a Notification and Report Form under the HSR Act with the Seller Parties United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice. The Company shall (i) in determining whether respond as promptly as practicable to any action by inquiries or in respect of, or filing with, any Authority is required, or any consents are required to be obtained requests received from any third partiesGovernmental Authority for additional information or documentation, in connection with the consummation of the transactions contemplated hereby and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Merger, except with the prior consent of Parent hereto (which shall not be unreasonably withheld or delayed). The Company shall (A) promptly notify Parent of any written communication to the Company or its Affiliates from any Governmental Authority and, subject to applicable Law, permit Parent to review in taking such actions advance any proposed written communication to any of the foregoing (and consider in good faith the views of the other party in connection therewith); (B) not agree to participate, or making to permit its Affiliates to participate, in any such substantive meeting or discussion with any Governmental Authority in respect of any filings, furnishing information required investigation or inquiry concerning this Agreement unless it consults with Parent in connection therewith advance and, to the extent permitted by such Governmental Authority, gives Parent the opportunity to attend and seeking timely participate thereat; and (C) furnish Parent with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and its respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to obtain any such consentsthis Agreement.

Filings; Consents; Etc. The Seller Parties and the Additional Sellers will Parent shall use their commercially reasonable efforts 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 in compliance with applicable laws Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, the Seller Parties will Parent shall give all notices and notices, make all required filings with or applications to Authorities required to be made by any Seller, Additional Seller, the Company, or any Subsidiarygovernmental bodies and other regulatory authorities, and use commercially reasonable efforts Best Efforts to obtain all consents Consents of all third parties, including Governmental Authorities, that are necessary for the Parties parties to consummate the transactions contemplated herebyherein. In addition, the Seller Parties agree Parent agrees to use commercially reasonable efforts Best Efforts to cooperate with the Company in connection with the foregoing, including using Best Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties parties to consummate the transactions contemplated hereby, and (b) to cause the conditions set forth herein in SECTION 8.1 and SECTION 8.3 to be satisfied and to consummate the transactions contemplated herebyherein. The Buyer shall reasonably cooperate In addition to and without limitation of the foregoing, Parent undertakes and agrees to file as soon as practicable, and in any event not later than the tenth Business Day after the date hereof, a Notification and Report Form under the HSR Act with the Seller Parties United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and shall pay 50% of the filing fee in connection therewith. Parent shall (i) in determining whether respond as promptly as practicable to any action by inquiries or in respect of, or filing with, any Authority is required, or any consents are required to be obtained requests received from any third partiesGovernmental Authority for additional information or documentation, in connection with the consummation of the transactions contemplated hereby and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Merger, except with the prior consent of the Representatives hereto (which shall not be unreasonably withheld or delayed). Parent shall (i) promptly notify the Representatives of any written communication to Parent or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the Representatives to review in taking such actions advance any proposed written communication to any of the foregoing (and consider in good faith the views of the other party in connection therewith); (ii) not agree to participate, or making to permit its Affiliates to participate, in any such substantive meeting or discussion with any Governmental Authority in respect of any filings, furnishing information required investigation or inquiry concerning this Agreement unless it consults with the Representatives in connection therewith advance and, to the extent permitted by such Governmental Authority, gives the Representatives the opportunity to attend and seeking timely participate thereat; and (iii) furnish the Representatives with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and its respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to obtain any such consentsthis Agreement.

Filings; Consents; Etc. The Seller Each of the Meritas Parties and the Additional Sellers will shall use their commercially reasonable efforts 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 in compliance with applicable laws Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated herebyTransaction. Without limiting the generality of the foregoing, (i) with respect to Meritas, the Seller Parties will Meritas Members, (ii) with respect to Chengdu, the Chengdu Stockholder and (iii) with respect to the Blocker, the Blocker Stockholders, shall cause Meritas, Chengdu and the Blocker, respectively, (A) to give all notices and notices, make all required filings with or applications to Authorities required to be made by any Seller, Additional Seller, the Company, or any SubsidiaryGovernmental Authorities, and use commercially reasonable efforts Reasonable Efforts to obtain all consents Consents of all third parties, including Authorities, that are Persons necessary for the Parties to consummate the Transaction and (B) to submit to or obtain from any Educational Agency any pre-Closing letters, notices, applications, consents or other documents, in each case, as required by any Educational Law to be submitted to or obtained from any Educational Agency in order to consummate the Transaction (including the resulting change in ownership), including as identified on Schedule 8.4; provided, however, that the Meritas Parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than nominal filing or application fees). Each of the Buyer Parties acknowledges that certain Consents and waivers with respect to the transactions contemplated herebyby this Agreement may be required from parties to the Contracts listed in the Schedules and that such Consents and waivers have not been obtained. The Buyer Parties and the Meritas Parties will coordinate with respect to such notices, letters or material Consents that are required to be made or obtained prior to Closing, in each case, as may be mutually agreed upon or as set forth in Schedule 8.4. As soon as practical after the Agreement Date, the Buyer Parties and the Meritas Parties will coordinate with respect to such notices, letters or Consents that are required to be made or obtain post-Closing, in each case, as may be mutually agreed upon or as set forth in Schedule 8.4. In addition, each of the Seller Meritas Parties agree agrees to use commercially reasonable efforts Reasonable Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (b) cause the conditions set forth herein in Section 10.1 and Section 10.2 to be satisfied and to consummate the transactions contemplated hereby. The Buyer shall reasonably cooperate with the Seller Parties (i) in determining whether any action by or in respect of, or filing with, any Authority is required, or any consents are required to be obtained from any third parties, in connection with the consummation of the transactions contemplated hereby and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such consentsTransaction.

Filings; Consents; Etc. The Seller Parties Unless a higher standard of effort is expressly set forth herein with respect to a particular matter, each of the Sellers and the Additional Sellers will Company shall use their commercially reasonable efforts 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 in compliance with applicable laws Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, each of the Seller Parties will Sellers and the Company shall give all notices and material notices, make all material required filings with or applications to Authorities required to be made by any Seller, Additional Seller, the Company, or any SubsidiaryGovernmental Authorities, and use commercially reasonable efforts Reasonable Efforts to obtain all material consents of all third partiesparties set forth in Section 5.3 of the Disclosure Schedule, including Apotex Inc., as required under the terms of that certain Cross License and Supply Agreement, dated February 14, 2012, by and between Apotex Inc. and Insight LLC (which such consent the Company shall seek at its sole cost and expense), and all Governmental Authorities, that are necessary for the Parties to consummate the transactions contemplated hereby, and shall use Reasonable Efforts to ensure that each of the Distributor Contracts are amended in a manner consistent with the terms set forth in Section 7.2 of the Disclosure Schedule. In addition, each of the Seller Parties agree Sellers and the Company agrees to use commercially reasonable efforts Reasonable Efforts to cooperate with Buyer in connection with the foregoing, including using Reasonable Efforts to (ax) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (by) cause the conditions set forth herein in Section 9.1 and 9.2 to be satisfied and to consummate the transactions contemplated hereby. The Buyer shall reasonably cooperate with Notwithstanding the Seller Parties (i) in determining whether any action by or in respect offoregoing, or filing with, any Authority is required, or any consents are required to be obtained from any third parties, in connection with the consummation all of the transactions contemplated hereby provisions of this Section 7.2 shall be subject to Section 13.2 and (ii) in taking such actions or making any such filingsthe event of a conflict, furnishing information required in connection therewith and seeking timely to obtain any such consentsSection 13.2 shall control.