Necessary Consents. Certificates and Films Sample Clauses

Necessary Consents. Certificates and Films. (a) Prior to the Closing, SiTech, and specifically with respect to Sections 4.3(a)(i) and (iv), the Members, shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriation action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated as promptly as practicable, including without limitation voting in favor of same, (ii) obtain from any governmental authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by SiTech or any of SiTech's subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated, (iii) use its best efforts to obtain such estoppel certificates from the landlord of the Texas Facility as required by Mentor (the "Estoppel Certificates"), (iv) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated herein required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and the rules and regulations promulgated thereunder, and any related governmental request thereunder, if applicable, and any other applicable law; provided that SiTech and Mentor shall cooperate with each other in connection with the making of all such filings, including providing copies of all necessary documents to the other and its advisors prior to filing, and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Without limiting the generality of its undertakings pursuant to Section 4.3(a) above, SiTech shall (i) use its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any governmental authority with jurisdiction over enforcement of any applicable antitrust laws or any other party of a preliminary injunction or other order that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or would prevent or delay such consummation; and (ii) take promptly, in the event that such an injunction or order has been issued in such a proceeding, all steps necessary to prosecute an appeal of such injunction or order; provided, however, that SiTech shall not be required to undertake more than one such appeal.