Common use of Filings; Consents; Etc Clause in Contracts

Filings; Consents; Etc. Each of the Stockholder and the Company shall 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 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, each of the Stockholder and the Company shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby. In addition, each of the Stockholder and the Company agrees to use Reasonable Efforts to cooperate with Buyer in connection with the foregoing, including using 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 in Section 7.1 and Section 7.2 to be satisfied and to consummate the transactions contemplated hereby. Notwithstanding the foregoing, in no event shall the provisions of this Section 5.2 require either of the Stockholder or the Company to expend any funds in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents, except as provided below in Section 11.5(c) with respect to HSR Filing Fees.

Filings; Consents; Etc. Each of the Stockholder and the Company The Seller shall 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 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, each of the Stockholder Seller shall, and shall cause the Acquired Company shall to, if applicable, give all material notices, notices and make all material required filings with or applications to Governmental AuthoritiesAuthorities required to be made by the Seller or any Acquired Company, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, that are necessary for the Parties parties to consummate the transactions contemplated hereby. To the extent any documentation is prepared by the Seller or the Acquired Companies or their counsel related to such Consents, the Seller will provide copies of all documentation to the Buyer for its review and approval prior to submitting such documentation to the appropriate Persons. In addition, each of the Stockholder and the Company Seller agrees to use Reasonable Efforts to cooperate with Buyer in connection with the foregoing, including using Reasonable 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 in Section SECTION 7.1 and Section SECTION 7.2 to be satisfied and to consummate the transactions contemplated hereby. Notwithstanding the foregoing, in no event shall the provisions of this Section 5.2 require either of the Stockholder or the Company to expend any funds in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents, except as provided below in Section 11.5(c) with respect to HSR Filing Fees.

Filings; Consents; Etc. Each Unless a higher standard of the Stockholder and the Company effort is expressly set forth herein with respect to a particular matter, Buyer shall 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 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, each of the Stockholder and the Company Buyer shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby. In addition, each of the Stockholder and the Company Buyer agrees to use Reasonable Efforts to cooperate with Buyer the Company in connection with the foregoing, including using Reasonable Efforts to (ai) 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 (bii) to cause the conditions set forth in Section 7.1 9.1 and Section 7.2 9.3 to be satisfied and to consummate the transactions contemplated herebyherein. Notwithstanding the foregoing, (x) except as provided in Section 13.15, in no event shall the provisions of this Section 5.2 8.1 require either of the Stockholder or the Company Buyer to expend any funds in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consentsconsents and (y) all of the provisions of this Section 8.1 shall be subject to Section 13.2 and in the event of a conflict, except as provided below in Section 11.5(c) with respect to HSR Filing Fees13.2 shall control.

Filings; Consents; Etc. Each of the Stockholder Buyer and the Company Buyer Parent shall 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 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, each of the Stockholder Buyer and the Company Buyer Parent shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated herebyherein. In addition, each of the Stockholder Buyer and the Company Buyer Parent agrees to use Reasonable Efforts to cooperate with Buyer Axle in connection with the foregoing, including using 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 in Section 7.1 8.1 and Section 7.2 8.3 to be satisfied and to consummate the transactions contemplated hereby. Notwithstanding the foregoing, in no event shall the provisions of this Section 5.2 require either of the Stockholder or the Company to expend any funds in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents, except as provided below in Section 11.5(c) with respect to HSR Filing Feesherein.

Filings; Consents; Etc. Each During the Interim Period, each of the Stockholder Biomet, Merger Sub and the Company Parent shall 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 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, each of the Stockholder Biomet, Merger Sub and the Company Parent shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby. In addition, each of the Stockholder Biomet, Merger Sub and the Company Parent agrees to use Reasonable Efforts to cooperate with Buyer the Company in connection with the foregoing, including using 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) to cause the conditions set forth in Section 7.1 and Section 7.2 7.3 to be satisfied and to consummate the transactions contemplated herebyherein. Notwithstanding the foregoing, (a) except as otherwise provided in this Agreement including as provided in Section 12.6(c), in no event shall the provisions of this Section 5.2 6.1 require either of the Stockholder Biomet, Parent or the Company Merger Sub to expend any funds (other than de minimis amounts) in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material Consents, except as provided below Consents and (b) all of the provisions of this Section 6.1 shall be subject to the proviso contained in Section 11.5(c) with respect to HSR Filing Fees6.2.