Holding and CAS will Sample Clauses

Holding and CAS will. (i) on the date hereof, make all filings under the HSR Act with respect to the transactions contemplated hereby (the filing fee with respect thereto to be paid by the Purchaser); (ii) use all commercially reasonable efforts to cooperate with the Purchaser in (a) determining which other filings are required to be made prior to the Closing Date with, and which other consents, approvals, permits or authorizations are required to be obtained prior to the Closing Date from, Governmental or Regulatory Authorities in connection with the execution and delivery of this Agreement and the closing of the transactions contemplated hereby, and (b) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (iii) promptly seek all such consents, approvals, permits or authorizations necessary to assign or transfer any Contracts which constitute CAS Assets in accordance herewith; and (iv) use all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to close the transactions contemplated by this Agreement. Holding and CAS will provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice referred to in the first sentence of this Section 9.6 is obtained, taken, made or given, as applicable, and will advise the Purchaser of any communications (and, unless precluded by law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other person regarding any of the transactions contemplated by this Agreement. Holding and CAS will take all commercially reasonable actions necessary or appropriate to cause the prompt expiration or termination of any applicable waiting period under the HSR Act in respect of the transactions contemplated hereby, including complying as promptly as practicable with any requests for additional information and assisting the Purchaser in responding to any such requests for additional information. All out-of-pocket third-party costs and expenses (I.E., but not office or employee overhead expenses) of Holding and CAS in connection with complying with such requests for additional information and assistance to the Purchaser in responding to such requests for additional information shall be subject to the prior approval of and supervision by the Purchaser and shall be paid by the Purchaser or, if paid by Holding or ...