Further Actions; Notification Clause Samples

Further Actions; Notification. (a) Each Party shall file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and under any other applicable jurisdiction with respect to transactions contemplated hereby and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each Party shall furnish to the other Party all information required or reasonably necessary for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each Party shall promptly inform the other Party of any communication with any Governmental Entity regarding any such filings. Each Party shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any applicable Laws. (b) Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the giving of all other notices to, the making of all other filings with, and the obtaining of all other authorizations, consents and approvals, including, without limitation, all Environmental Permits, from, Governmental Entities and other Persons, (ii) the obtaining of any third party waivers, releases or consents, Debt pay-off letters, lease amendments and other agreements and documents required to satisfy the conditions set forth in Article VII of this Agreement, and (iii) the execution and delivery of any additional documents that may be necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (c) During the period from the date hereof to the Closing, Seller shall give prompt notice to Buyer, and Buyer shall give prompt notice to Seller, of (i) the occurrence or nonoccurrence of any event which would cause any representation or warranty by Seller, or by Buyer, as applicable, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, and (ii) any material failure ...