Common use of Further Action/Tax Treatment Clause in Contracts

Further Action/Tax Treatment. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to, and Parent shall cause Guarantor to use all reasonable efforts to, take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and otherwise to satisfy or cause to be satisfied all conditions precedent to its obligations under this Agreement. The foregoing covenant shall include the obligation by Guarantor to agree to divest, abandon, license, hold separate or take similar action with respect to any assets (tangible or intangible) which are not material to Guarantor or the Company (but shall not include any obligation by Guarantor to agree to divest, abandon, license, hold separate or take similar action with respect to any material assets (tangible or intangible) of Guarantor or the Company). For this purpose, assets shall be deemed not to be material to the Company, only if they account for no more than 5% of the total revenues of the Company and its subsidiaries taken as a whole, or to Guarantor, only if they account for no more than 0.3% of the total revenues of Guarantor's Fire and Security Group.

Further Action/Tax Treatment. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to, and Parent shall cause Guarantor to use all reasonable efforts to, take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and otherwise to satisfy or cause to be satisfied all conditions precedent to its obligations under this Agreement. The foregoing covenant shall include the obligation by Guarantor to agree to divest, abandon, license, hold separate or take similar action with respect to any assets (tangible or intangible) which are not material to Guarantor or the Company (but shall not include any obligation by Guarantor to agree to divest, abandon, license, hold separate or take similar action with respect to any material assets (tangible or intangible) of Guarantor or the Company). For this purpose, assets shall be deemed not to be material to the Company, only if they account for no more than 52% of the total revenues of the Company and its subsidiaries taken as a whole, or to Guarantor, only if they account for no more than 0.32% of the total revenues of Guarantor's Fire and Security Healthcare Group.

Further Action/Tax Treatment. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to, and Parent shall cause Guarantor to use all reasonable efforts to, take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and otherwise to satisfy or cause to be satisfied all conditions precedent to its obligations under this Agreement. The foregoing covenant (i) shall include the obligation by the Company to, and (ii) shall include the obligation by Guarantor to, and/or to permit the Company to, agree to divest, abandon, license, hold separate or take similar action with respect to any assets (tangible or intangible) which are, in the aggregate, not material to Guarantor or the Company, as applicable (but shall not include any obligation by Guarantor to agree to divest, abandon, license, hold separate or take similar action with respect to any assets (tangible or intangible) which are not material material, in the aggregate, to Guarantor or the Company (but shall not include any obligation by Guarantor to agree to divest, abandon, license, hold separate or take similar action with respect to any material assets (tangible or intangible) of Guarantor or the Company). For this purpose, (i) assets shall be deemed not to be material to the Company, only Company if they account for no more than 52.5% of the total revenues of the Company and its subsidiaries taken as a whole, or and (ii) assets shall be deemed not to Guarantor, only be material to Guarantor if they account for no more than 0.32.5% of the total revenues of Guarantor's Fire and Security Healthcare Group.