Common use of Further Action; Commercially Reasonable Efforts Clause in Contracts

Further Action; Commercially Reasonable Efforts. From the date hereof through the Effective Time, upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including but not limited to (i) if necessary, cooperating in the preparation and filing of the Information Statement, and any amendments thereto, (ii) using its commercially reasonable efforts to obtain all Required Consents and (iii) using its commercially reasonable efforts to make all required regulatory filings and applications and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental entities or authorities and parties to contracts as are necessary for the consummation of the Transactions and to fulfill the conditions to the consummation of this Agreement; provided that Purchaser General Partner shall be primarily responsible for obtaining or transferring all required licenses, permits and authorizations, and the National MGP shall cooperate in such process as reasonably requested by Purchaser General Partner. To the extent practicable in the circumstances and subject to applicable laws, each party shall provide the other with the opportunity to review all information relating to the other party, or any of its subsidiaries, which appears in any filing made with, or written materials submitted to, any governmental entity or authority in connection with obtaining the necessary regulatory approvals for the consummation of the Transactions. In case that at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such necessary action.

Further Action; Commercially Reasonable Efforts. From the date hereof through the Effective Time(a) Except where a different efforts standard is expressly set forth herein, upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the transactions contemplated by this AgreementTransactions, including but not limited to (i) if necessary, cooperating in the preparation and filing of the Information Statement, and any amendments thereto, (ii) using its commercially reasonable efforts to obtain all Required Consents and (iii) using its commercially reasonable efforts to make all required regulatory filings and applications and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of governmental entities or authorities waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company as are set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the consummation of this Agreement; provided that Purchaser General Partner shall be primarily responsible for obtaining or transferring all required licenses, permits and authorizations, and the National MGP shall cooperate in such process as reasonably requested by Purchaser General Partner. To the extent practicable in the circumstances and subject to applicable laws, each party shall provide the other with the opportunity to review all information relating to the other party, or any of its subsidiaries, which appears in any filing made with, or written materials submitted to, any governmental entity or authority in connection with obtaining the necessary regulatory approvals for the consummation of the TransactionsMerger. In case that case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such necessary action. IAC shall use commercially reasonable efforts to consummate the Redemption in accordance with the terms hereof and the Proxy Statement. (b) Each of the parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, video or telephone conference, or other communications with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults (to the extent legally permissible) with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting, conference or other communications. Subject to the terms of the Non-Disclosure Agreement, the parties will coordinate and cooperate with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the terms of the Non-Disclosure Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions.

Further Action; Commercially Reasonable Efforts. From the date hereof through the Effective Time, upon (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) at the request of the other party hereto, as promptly as practicable execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the Blocker Mergers, the Consolidation Mergers and the other Transactions and (ii) use its commercially reasonable efforts to take, or cause to be taken, as promptly as practicable all appropriate action, and to do do, or cause to be done, as promptly as practicable all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions Transactions, to satisfy the conditions to the obligations to consummate the Blocker Mergers and the Consolidation Mergers, to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including but not limited to (i) if necessary, cooperating in the preparation and filing of the Information Statement, and any amendments thereto, (ii) using its commercially reasonable efforts to obtain all Required Consents and (iii) using its commercially reasonable efforts to make all required regulatory filings and applications and to obtain all licenses, permits, consents, waivers, approvals, authorizations, qualifications and orders of governmental entities or authorities and parties to contracts Governmental Authorities as are necessary for the consummation of the Transactions and to fulfill the conditions to the consummation of this Agreement; provided that Purchaser General Partner shall be primarily responsible for obtaining or transferring all required licenses, permits and authorizations, Blocker Mergers and the National MGP shall cooperate in such process as reasonably requested by Purchaser General Partner. To the extent practicable in the circumstances and subject to applicable laws, each party shall provide the other with the opportunity to review all information relating to the other party, or any of its subsidiaries, which appears in any filing made with, or written materials submitted to, any governmental entity or authority in connection with obtaining the necessary regulatory approvals for the consummation of the TransactionsConsolidation Mergers. In case that case, at any time after the Blocker Effective Time Times, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such necessary action. (b) Notwithstanding anything to the contrary contained in this Agreement, Foresight shall not have any obligation under this Agreement to take, or cause to be taken, any action, or to do, or cause to be done, any thing, to satisfy any of the conditions set forth in Article VII of the P3 Merger Agreement.