Common use of Filings; Consents; Etc Clause in Contracts

Filings; Consents; Etc. Parent shall use 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, Parent shall give all notices, make all required filings with or applications to Governmental Authorities, and use commercially reasonable efforts to obtain all consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby and to satisfy the conditions to Closing. Notwithstanding that Parent shall direct the strategy with regard to obtaining regulatory clearance, Parent shall (i) promptly notify the Company of any written communication to Parent or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the Company 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 therewith); (ii) not agree to initiate, or to permit its Affiliates to initiate, any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the Company in advance and, to the extent permitted by such Governmental Authority, gives the Company the opportunity to attend and participate thereat; and (iii) furnish the Company 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 this Agreement.

Filings; Consents; Etc. Parent The Company shall use 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, Parent the Company shall give all notices, make all required filings with or applications to Governmental Authorities, and use commercially reasonable efforts to obtain all consents of all third partiesas set forth on Schedule 8.2(d), including Governmental Authorities, necessary required for the Parties parties to consummate the transactions contemplated hereby hereby. In addition, the Company agrees to use commercially reasonable efforts to cause the conditions set forth in Section 8.1 and Section 8.3 to be satisfied and to satisfy consummate the conditions transactions contemplated hereby. In addition to Closingand 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 United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice. Notwithstanding that Parent shall direct the strategy with regard to obtaining regulatory clearance, Parent The Company shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, 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 the Company Parent of any written communication to Parent the Company or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the Company 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 therewith); (iiB) not agree to initiateparticipate, or to permit its Affiliates to initiateparticipate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the Company Parent in advance and, to the extent permitted by such Governmental Authority, gives the Company Parent the opportunity to attend and participate thereat; and (iiiC) furnish the Company 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 this Agreement.

Filings; Consents; Etc. Parent shall 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 laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, Parent shall the Seller Parties will give all notices, notices and make all required filings with or applications to Governmental AuthoritiesAuthorities 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 Governmental Authorities, that are necessary for the Parties to consummate the transactions contemplated hereby 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 satisfy consummate the conditions to Closingtransactions contemplated hereby. Notwithstanding that Parent The Buyer shall direct reasonably cooperate with the strategy with regard to obtaining regulatory clearance, Parent shall Seller Parties (i) promptly notify the Company of in determining whether any written communication action by or in respect of, or filing with, any Authority is required, or any consents are required to Parent or its Affiliates be obtained from any Governmental Authority andthird parties, subject to applicable Law, permit in connection with the Company to review in advance any proposed written communication to any consummation of the foregoing (transactions contemplated hereby and consider in good faith the views of the other party in connection therewith); (ii) not agree to initiate, in taking such actions or to permit its Affiliates to initiate, making any substantive meeting or discussion with any Governmental Authority in respect of any such filings, investigation or inquiry concerning this Agreement unless it consults with the Company furnishing information required in advance and, connection therewith and seeking timely to the extent permitted by obtain any such Governmental Authority, gives the Company the opportunity to attend and participate thereat; and (iii) furnish the Company 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 this Agreementconsents.

Filings; Consents; Etc. Parent Unless a higher standard of effort is expressly set forth herein with respect to a particular matter, Buyer shall use 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 to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, Parent Buyer shall give all notices, make all material required filings with or applications to Governmental Authorities, and use commercially reasonable efforts Reasonable Efforts to obtain all material consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby and hereby. In addition, Buyer agrees to satisfy the conditions use Reasonable Efforts to Closing. Notwithstanding that Parent shall direct the strategy with regard to obtaining regulatory clearance, Parent shall (i) promptly notify the Company of any written communication to Parent or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the Company 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 therewith); (ii) not agree to initiate, or to permit its Affiliates to initiate, any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults cooperate with the Company in advance andconnection with the foregoing, including using Reasonable Efforts to (i) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the extent permitted by such Governmental Authorityability of the Parties to consummate the transactions contemplated hereby, gives the Company the opportunity to attend and participate thereat; and (iiiii) furnish to cause the Company conditions set forth in Section 9.1 and Section 9.3 to be satisfied and to consummate the transactions contemplated herein. Notwithstanding the foregoing, (x) except as provided in Section 13.15, in no event shall the provisions of this Section 8.1 require Buyer to expend any funds in, or otherwise in connection with, the giving of notices, the making of filings with copies or applications to Governmental Authorities or the obtaining of material consents and (y) all correspondenceof the provisions of this Section 8.1 shall be subject to Section 13.2 and in the event of a conflict, 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 this AgreementSection 13.2 shall control.