Common use of Governmental Matters Clause in Contracts

Governmental Matters. (a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts to (i) file any filings or notices required to be made or given with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, including those required by the TDOB or the SDDOB, and (ii) take any additional action that may be necessary, proper or advisable in connection with any other notices to, filings with, and authorizations, consents and approvals of any Governmental Entity that it may be required to give, make or obtain. (b) In connection with the efforts referenced in Section 6.6(a), each Party shall use its commercially reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Parties informed in all material respects of any material communication received by such Party from, or given by such Party to, the TDOB, the SDDOB or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) unless designated as confidential by any such Governmental Entity or otherwise prohibited from doing so by any such Governmental Entity, permit the other Party to review any material communication given to it by, and consult with each other in advance of any meeting or conference with, the TDOB, the SDDOB or any other Governmental Entity in connection with any proceeding by a private party. Each Party shall coordinate and cooperate fully with the other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable notice or waiting periods. (c) If any objections are asserted with respect to the transactions contemplated hereby or if any suit is instituted by the TDOB, the SDDOB or any other Governmental Entity or any private party challenging any of the transactions contemplated hereby, each of the Parties shall use its commercially reasonable efforts to resolve such objections or challenge as such Governmental Entity or private party may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement and the Additional Documents. (d) Notwithstanding anything to the contrary in this Section 6.6, a Party shall not be obligated to take any action pursuant to this Section 6.6 if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (i) to adversely impact the economic or business benefits of the transactions contemplated hereby or (ii) to result in an order (A) prohibiting or limiting the ownership or operation by any Buyer of any portion of the Transferred Business or the Purchased Assets or compelling any Buyer to dispose of or hold separate any of the business or assets of such Buyer or its Affiliates or any portion of the Transferred Business or Purchased Assets as a result of the transactions contemplated hereby, or (B) prohibiting any Buyer from effectively controlling in any material respect the Transferred Business or other operations of Seller as acquired hereunder.

Governmental Matters. (a) Subject to the terms and conditions of this Agreementhereof, each Party of the parties hereto shall use its commercially reasonable efforts to (i) file any filings or notices required to be made or given with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, including those required by the TDOB or the SDDOB, and (ii) take any additional action that may be necessary, proper or advisable in connection with any other notices to, filings with, and authorizations, consents and approvals of any Governmental Entity that it may be required to give, make or obtain. (b) In connection with the efforts referenced in Section 6.6(a), each Party shall use its commercially reasonable efforts to (i) obtain from any Governmental Entity any Governmental Authorization required or appropriate to be obtained by either Buyer or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, (ii) make all necessary filings, and thereafter make any required submissions with respect to the Merger and the other transactions contemplated hereby required under the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities or other Legal Requirements, and (iii) effect all other necessary registrations, filings and submissions. Each of the parties shall cooperate with each and use all commercially reasonable efforts vigorously to contest and resist any action, including legislative, 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 effect and restricts, prevents, prohibits or otherwise bars the consummation of the Merger or any other transaction contemplated hereby. Notwithstanding anything herein to the contrary, in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated action required to be made or taken by a private party; (ii) keep Buyer to effect the Merger and all other Parties informed in all material respects of any material communication received by such Party from, or given by such Party to, the TDOB, the SDDOB or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) unless designated as confidential by any such Governmental Entity or otherwise prohibited from doing so by any such Governmental Entity, permit the other Party to review any material communication given to it by, and consult with each other in advance of any meeting or conference with, the TDOB, the SDDOB or any other Governmental Entity in connection with any proceeding by a private party. Each Party shall coordinate and cooperate fully with the other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable notice or waiting periods. (c) If any objections are asserted with respect to the transactions contemplated hereby or if any suit is instituted by the TDOB, the SDDOB or any other Governmental Entity or any private party challenging any of the transactions contemplated hereby, each of the Parties shall use its commercially reasonable efforts to resolve such objections or challenge as such Governmental Entity or private party may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement and the Additional Documents. (d) Notwithstanding anything to the contrary in this Section 6.6, a Party Buyer shall not be obligated required to take agree to any conditions proposed by any Governmental Entity which Buyer in its reasonable discretion deems to be unreasonable or unduly burdensome or which limits its freedom of action pursuant with respect to this Section 6.6 if the taking Buyer or any of such action its Affiliates or the obtaining of any waiver, consent, approval or exemption is reasonably likely (i) to adversely impact the economic or business benefits of the transactions contemplated hereby Company or (ii) its ability to result in an order (A) prohibiting or limiting the ownership or operation by any Buyer of any retain a material portion of the Transferred Business Company’s assets or the Purchased Assets or compelling any Buyer to dispose of or hold separate any of the business or assets of such Buyer or its Affiliates or any portion of the Transferred Business or Purchased Assets as a result of the transactions contemplated hereby, or (B) prohibiting any Buyer from effectively controlling in any material respect the Transferred Business or other operations of Seller as acquired hereunderbusinesses.

Governmental Matters. (a) Subject During the Pre-Closing Period, subject to the terms and conditions of this Agreement, each Party shall will use its commercially reasonable efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Law to consummate the Transactions, including (i) file any filings or notices required to be made or given with respect to the transactions contemplated hereby preparing and filing as promptly as practicable after with any Governmental Authority or other Person all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, waivers, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Person that are necessary, proper or advisable to consummate the date hereofTransactions. (b) Subject to applicable Law relating to the sharing of information, including those required each Party shall (i) furnish the other Parties with copies of all documents and correspondence (A) prepared by or on behalf of such Party for any Governmental Authority and afford the TDOB other Party opportunity to comment and participate in responding, where appropriate; and (B) received by or the SDDOBon behalf of such Party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval, and (ii) take any additional action that may be necessary, proper or advisable in connection use Commercially Reasonable Efforts to consult with any other notices to, filings with, and authorizations, consents and approvals of any Governmental Entity that it may be required to give, make or obtain. (b) In connection with the efforts referenced in Section 6.6(a), each Party shall use its commercially reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Parties informed in all material respects as to the status of such matters. Further, no Party shall, nor shall it permit any material communication received by such Party from, or given by such Party of its Representatives to, the TDOB, the SDDOB meet or engage in conversations with any other Governmental Entity and Authority or Representative of any material communication received or given such Governmental Authority in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) unless designated as confidential by obtaining any such Governmental Entity consent, authorization, order and approval unless it consults with the other Parties in advance and, to the extent not precluded by Law or otherwise prohibited from doing so by any such Governmental EntityAuthority or exempted by this Agreement, permit offers the other Party the opportunity to review any material communication given to it by, and consult with each other participate in advance of any such meeting or conference with, the TDOB, the SDDOB or any other Governmental Entity in connection with any proceeding by a private party. Each Party shall coordinate and cooperate fully with the other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable notice or waiting periodsconversation. (c) If any objections are asserted with respect to the transactions contemplated hereby or if any suit is instituted by the TDOB, the SDDOB or any other Governmental Entity or any private party challenging any of the transactions contemplated hereby, each of the Parties shall use its commercially reasonable efforts to resolve such objections or challenge as such Governmental Entity or private party may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement and the Additional Documents. (d) Notwithstanding anything to the contrary in this Section 6.6, a Party shall not be obligated to take any action pursuant to this Section 6.6 if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (i) to adversely impact the economic or business benefits of the transactions contemplated hereby or (ii) to result in an order (A) prohibiting or limiting the ownership or operation by any Buyer of any portion of the Transferred Business or the Purchased Assets or compelling any Buyer to dispose of or hold separate any of the business or assets of such Buyer or its Affiliates or any portion of the Transferred Business or Purchased Assets as a result of the transactions contemplated hereby, or (B) prohibiting any Buyer from effectively controlling in any material respect the Transferred Business or other operations of Seller as acquired hereunder.

Governmental Matters. (ai) Subject During the Pre-Closing Period, subject to the terms and conditions of this Agreement, each Party shall will use its commercially reasonable efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Law to consummate the Transactions, including (i) file any filings or notices required to be made or given with respect to the transactions contemplated hereby preparing and filing as promptly as practicable after with any Governmental Authority or other Person all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, waivers, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Person that are necessary, proper or advisable to consummate the date hereofTransactions. (ii) Subject to applicable Law relating to the sharing of information, including those required each Party shall (i) furnish the other Parties with copies of all documents and material correspondence (A) prepared by or on behalf of such Party for any Governmental Authority and afford the TDOB other Party opportunity to comment and participate in responding, where appropriate; and (B) received by or the SDDOBon behalf of such Party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval, and (ii) take any additional action that may be necessary, proper or advisable in connection use Commercially Reasonable Efforts to consult with any other notices to, filings with, and authorizations, consents and approvals of any Governmental Entity that it may be required to give, make or obtain. (b) In connection with the efforts referenced in Section 6.6(a), each Party shall use its commercially reasonable efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Parties informed in all material respects as to the status of such matters. Further, no Party shall, nor shall it permit any material communication received by such Party from, or given by such Party of its Representatives to, the TDOB, the SDDOB meet or engage in material conversations with any other Governmental Entity and Authority or Representative of any material communication received or given such Governmental Authority in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) unless designated as confidential by obtaining any such Governmental Entity consent, authorization, order and approval unless it consults with the other Parties in advance and, to the extent not precluded by Law or otherwise prohibited from doing so by any such Governmental EntityAuthority or exempted by this Agreement, permit offers the other Party the opportunity to review any material communication given to it by, and consult with each other participate in advance of any such meeting or conference with, the TDOB, the SDDOB or any other Governmental Entity in connection with any proceeding by a private party. Each Party shall coordinate and cooperate fully with the other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable notice or waiting periodsconversation. (c) If any objections are asserted with respect to the transactions contemplated hereby or if any suit is instituted by the TDOB, the SDDOB or any other Governmental Entity or any private party challenging any of the transactions contemplated hereby, each of the Parties shall use its commercially reasonable efforts to resolve such objections or challenge as such Governmental Entity or private party may have to such transactions, including to vacate, lift, reverse or overturn any order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement and the Additional Documents. (d) Notwithstanding anything to the contrary in this Section 6.6, a Party shall not be obligated to take any action pursuant to this Section 6.6 if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (i) to adversely impact the economic or business benefits of the transactions contemplated hereby or (ii) to result in an order (A) prohibiting or limiting the ownership or operation by any Buyer of any portion of the Transferred Business or the Purchased Assets or compelling any Buyer to dispose of or hold separate any of the business or assets of such Buyer or its Affiliates or any portion of the Transferred Business or Purchased Assets as a result of the transactions contemplated hereby, or (B) prohibiting any Buyer from effectively controlling in any material respect the Transferred Business or other operations of Seller as acquired hereunder.