Common use of Further Action; Reasonable Efforts Clause in Contracts

Further Action; Reasonable Efforts. Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, (ii) use all 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, including, without limitation, using all reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits), consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer, the Note Tender Offer and the Merger and including, without limitation, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed, and (iii) except as contemplated by this Agreement, use all reasonable efforts not to take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. In case 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 Parent and the Company shall use all reasonable efforts to take all such action. Notwithstanding the foregoing, in no event shall Parent, Purchaser or the Surviving Corporation be required to divest any of their respective assets or agree to any restrictions in their businesses as currently or proposed to be conducted.

Further Action; Reasonable Efforts. Upon the terms and subject to the conditions hereof, each (a) Each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, (ii) use all 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 or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits), consents, approvals, authorizations, qualifications and orders of governmental authorities entities and parties to contracts with the Company and the Subsidiaries Buyer as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer, the Note Tender Offer and the Merger and including, without limitation, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed, and (iii) except as transactions contemplated by this Agreement, use all reasonable efforts not to take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreementherein. In case at any time after the Effective Time Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each party and the proper officers and directors of Parent and the Company each party to this Agreement shall use all reasonable efforts to take all such action. Notwithstanding . (b) During the foregoingperiod after the date hereof but prior to the Closing (the “Interim Period”), each of the parties shall promptly notify the other in no event writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any governmental entity or any other person (i) challenging or seeking damages in connection with the transactions contemplated hereby or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated hereby or otherwise limit the right of Buyer to own or operate all or any portion of the business or assets of Company. (c) During the Interim Period the Company and the Sellers shall Parent, Purchaser be entitled to update their disclosure schedules to Section 3 to the extent information contained therein becomes untrue or incomplete or inaccurate after the Surviving Corporation be required date hereof due to divest events occurring after the date hereof other than as a result of a breach by Company or any of their respective assets the Sellers of the covenants contained herein or agree to any restrictions in their businesses as currently or proposed to be conductedtherein.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, and (ii) use all 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 Laws and regulations to consummate and make effective the TransactionsTransactions in the most expeditious manner practicable, including, without limitation, using all commercially reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits), consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Entities (such filings under the HSR Act to be made by the parties no later than ten (10) days after the date hereof), making all filings and required submissions with Governmental Entities, including foreign filings and submissions, obtaining all consents and approvals from parties to contracts Contracts with the Company and the Parent and their respective Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer, the Note Tender Offer and the Merger and including, without limitation, the defending of any lawsuits lawsuit or other legal proceedingschallenges, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed, and (iii) except as contemplated by this Agreement, use all reasonable efforts not to take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. In case at any time after the Effective Time any further other action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of Parent and the Company each party to this Agreement shall use all their reasonable efforts to take all such action. Notwithstanding the foregoing. (b) Each party shall use its reasonable commercial efforts not to take any action, or enter into any transaction, which would result in no event shall Parent, Purchaser or the Surviving Corporation be required to divest a breach of any of their respective assets or agree to any restrictions covenant made by it in their businesses as currently or proposed to be conductedthis Agreement.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, (ii) use all 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 Transactionstransactions contemplated by this Agreement, including, without limitation, using all its reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits), consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries Governmental Entities as are necessary for the consummation of the Transactions and transactions contemplated by this Agreement; provided that no party will be required by this Section 5.4 to fulfill take any action that would materially delay or prevent the conditions to consummation of the Offertransactions contemplated by this Agreement by Seller or Purchaser, the Note Tender Offer and the Merger and including, without limitation, the defending of entering into any lawsuits consent decree, hold separate orders or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed, and (iii) except as contemplated by this Agreement, use all reasonable efforts not to take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreementarrangements. In case case, at any time after the Effective Time Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of Parent and the Company each party to this Agreement shall use all their reasonable efforts to take all such action. Notwithstanding . (b) Each of the foregoingparties hereto agrees to cooperate and use its commercially reasonable efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in no event shall Parenteffect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (c) Subject to the consent of the Company's Board of Directors, Purchaser or shall use its commercially reasonable efforts to obtain the Surviving Corporation be required agreement of CIT Group Inc. referred to divest any of their respective assets or agree to any restrictions in their businesses as currently or proposed to be conductedSection 6.3(e).

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly and in any event within five business days after the date hereof, its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, Transactions and (ii) use all its 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, including, without limitation, using all its reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits)Permits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer, the Note Tender Offer and the Merger and including, without limitation, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed, and (iii) except as contemplated Merger; provided that neither Purchaser nor Parent will be required by this Agreement, use all reasonable efforts not Section 7.09 to take any action, or enter including entering into any transactionconsent decree, which would cause hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its representations ability to retain, the Company and the Subsidiaries or warranties contained in this Agreement to be untrue any portion thereof or result in a breach any of any covenant made by it in this AgreementParent's or its affiliates' other assets or businesses. In case 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 Parent and the Company each party to this Agreement shall use all their reasonable best efforts to take all such action. Notwithstanding . (b) Each of the foregoingparties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in no event shall Parenteffect and that restricts, Purchaser prevents or prohibits consummation of the Surviving Corporation be required to divest any Transactions, including, without limitation, by vigorously pursuing all available avenues of their respective assets or agree to any restrictions in their businesses as currently or proposed to be conductedadministrative and judicial appeal.

Further Action; Reasonable Efforts. Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, Transactions and (ii) use all 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, including, without limitation, using all reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits), consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the OfferOffer (provided that neither Purchaser, the Note Tender Offer and the Merger and including, without limitation, the defending its stockholders nor its affiliates shall be required to dispose of any lawsuits material portion of its assets to obtain any such consents, approvals, authorizations, qualifications or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversedorders), and (iii) except as contemplated by this Agreement, use all reasonable efforts not to take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. In case at any time after the Effective Time Consummation Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of Parent Purchaser and the Company shall use all reasonable efforts to take all such action. Notwithstanding the foregoing, in no event shall Parent, Purchaser or the Surviving Corporation be required to divest any of their respective assets or agree to any restrictions in their businesses as currently or proposed to be conducted.

Further Action; Reasonable Efforts. Upon the terms and subject to the conditions hereof, each of the parties hereto Put Member shall (i) make promptly use its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, (ii) use all 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 Transactionstransactions contemplated by this Agreement, including, without limitation, using all its reasonable efforts to obtain all licenses, permits (including, without limitation, environmental permits), consents, approvals, authorizations, certificates, qualifications and orders of of, and make all filings and required submissions with, all Federal, state and local governmental authorities and regulatory agencies, authorities, commissions and instrumentalities, and all partners of, and parties to contracts with with, any of PMB, the Company and the Subsidiaries Put Member or Terrace, in each case, as are necessary or desirable for the consummation of the Transactions and to fulfill the conditions to the Offer, the Note Tender Offer and the Merger and including, without limitation, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed, and (iii) except as transactions contemplated by this Agreement. If, at any time after the Payment Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the Put Member shall use all its commercially reasonable efforts to take any such action. The Put Member shall use its commercially reasonable efforts not to take any action, or enter into any transaction, which that would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. In case Notwithstanding anything to the contrary contained in this Section 5, if at the time of the delivery of the Put Notice or at any time after thereafter prior to the Effective Time Payment Date, any further action is necessary Affiliate of PMB (including, without limitation, PMBRES) shall then be providing any property management services or desirable asset management services to carry out Terrace or with respect to the purposes of this AgreementProperty, then the proper officers and directors of Parent and the Company Put Member shall use all reasonable efforts to take all such action. Notwithstanding the foregoing, in no event shall Parent, Purchaser or the Surviving Corporation not be required to divest any of their respective assets or agree to any restrictions in their businesses as currently or proposed deemed to be conductedresponsible for performing the covenants set forth in Sections 5.2 and 5.3 hereof, solely to the extent relating to the period during which such Affiliate of PMB provided such services.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall this Agreement (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, (ii) Company shall use all reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws to satisfy the conditions set forth in Sections 8.01 and regulations 8.03 as promptly as practicable, and (ii) Parent shall use reasonable best efforts to consummate take, or cause to be taken, all appropriate action, and make effective to do, or cause to be done, all things reasonably necessary, proper or advisable to satisfy the Transactionsconditions set forth in Sections 8.01 and 8.02, as promptly as practicable, including, without limitationin each case, using all reasonable best efforts to promptly obtain all licenses, permits (including, without limitation, environmental permits)Permits, consents, approvals, authorizations, qualifications and orders Orders of governmental authorities and parties to contracts with the Company and the Subsidiaries Governmental Authorities as are necessary for the consummation of the Transactions and Merger. (b) None of the parties hereto shall, or shall permit any of their respective Subsidiaries to, consummate another transaction or enter into an agreement with respect to fulfill another transaction or take any other action if the conditions intent or reasonably likely anticipated consequence of such transaction or action is, or would be, to the Offercause any Governmental Authority to delay or not grant approval of, or to take legal action to seek to prevent, the Note Tender Offer consummation, in whole or in part, of the transactions contemplated by this Agreement. (c) Parent’s and the Merger and including, without limitation, Company’s obligations under this Section 7.09 shall include the defending of obligation to use their respective reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the TransactionsMerger or the other transactions contemplated hereby, including seeking using their respective reasonable best efforts to seek to have any stay or temporary restraining order other injunctive relief which, if entered, would prohibit or materially delay or impair the consummation of the transactions contemplated by this Agreement entered by any court or other governmental entity vacated Governmental Authority reversed on appeal or reversedvacated. (d) Without limiting the foregoing, and (iii) except as contemplated by this Agreementin consultation with Parent, use all reasonable efforts not to take any action, or enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. In case 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 Parent and the Company shall use all its reasonable best efforts to take take, or cause to be taken, all such appropriate action. Notwithstanding , and to do, or cause to be done, all things reasonably necessary, proper or advisable to give all notices to, and obtain all consents or approvals required by it from, third parties other than Governmental Authorities in order to consummate the foregoingtransactions contemplated hereby as promptly as practicable, in no event shall Parent, Purchaser or including the Surviving Corporation be notices and consents required to divest any be set forth in Section 4.05(a) of their respective assets or agree to any restrictions in their businesses as currently or proposed to be conductedthe Company Disclosure Schedule.