Common use of Obligation to Attempt to Resolve Issues Clause in Contracts

Obligation to Attempt to Resolve Issues. Without limiting the generality of the other obligations described in this Section 5.03, each of Parent and the Company shall take or cause to be taken the actions described in the following clauses (i), (ii), (iii), and (iv). The obligation of each of Parent and the Company to take or cause to be taken these actions includes an obligation on their part to cause their respective Subsidiaries to take such actions. (i) In accordance with Section 5.03(b), each of Parent and the Company will, as promptly as practicable, provide to any relevant Governmental Entity such documents or testimony as is requested by such Governmental Entity to permit consummation of the Merger. (ii) If such action is necessary to prevent (A) the commencement of any proceeding in any forum or (B) the issuance of any order, decree, decision, determination or judgment by any Governmental Entity that, in the case of either (A) or (B), would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, Parent will, prior to such commencement or issuance and on behalf of itself and such of its Subsidiaries as may be relevant in this regard, proffer their willingness to take, and agree to take, such actions (including with respect to selling, holding separate or otherwise disposing of any business or assets, or agreeing to any conditions or restrictions), and Parent will agree promptly to effect such actions (and will enter into agreements with, and submit to orders of, the relevant Governmental Entity) in each case as may be necessary to prevent such commencement or issuance. (iii) In the event of any such commencement or issuance, Parent will defend through litigation on the merits any claim asserted in any court, agency or other proceeding by any person, including any Governmental Entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement. (iv) Parent will use its reasonable best efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment, that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement. In the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the Merger or the other transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of any of the Merger or the other transactions contemplated by this Agreement, Parent will use its best efforts to take any and all steps (including the appeal thereof, the posting of a bond reasonably called for or the taking of the steps contemplated by clause (ii) of this Section 5.03(c)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation as soon as reasonably practicable. Notwithstanding the foregoing or anything else in this Agreement to the contrary, neither Parent, the Company nor any of their respective Subsidiaries shall be obligated to agree to any remedy not conditioned on the consummation of the Closing.

Obligation to Attempt to Resolve Issues. Without limiting the generality of the other obligations described in this Section 5.035.2, Buyer and, as applicable, each of Parent and the Company Seller, shall take or cause to be taken the actions described in the following clauses (i), (ii), (iii), and (iv)) to the extent required under such clauses. The obligation of each of Parent Buyer and the Company Sellers to take or cause to be taken these actions includes an obligation on their part to cause their respective Subsidiaries and Affiliates to take such actions. (i) In accordance with Section 5.03(b5.2(b), each of Parent Buyer and the Company Sellers will, as promptly as practicable, provide respond to any relevant Governmental Entity such Authority inquiry or question whether orally or in writing, and provide any documents or testimony information as is requested by such Governmental Entity Authority to permit consummation of the Mergertransactions contemplated by this Agreement. (ii) If such action is necessary to prevent (A) the commencement of any proceeding in any forum or (B) the issuance of any order, decree, decision, determination or judgment by any Governmental Entity Authority that, in the case of either (A) or (B), would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, Parent Buyer and Sellers will, prior to such commencement or issuance and on behalf of itself Buyer or Sellers and such of its their respective Subsidiaries and Affiliates as may be relevant in this regard, proffer their willingness to take, and agree to take, such actions (including with respect to selling, holding separate or otherwise disposing of any business or assets, or agreeing to any conditions or restrictions)actions, and Parent they will agree to promptly to effect such actions (and will enter into agreements with, and submit to orders of, the relevant Governmental EntityAuthority) in each case as may be necessary to prevent such commencement or issuance; provided, however, notwithstanding anything contained herein, in no event will any party hereto be required to (X) sell, license or otherwise dispose of, or hold separate or agree to sell, license or otherwise dispose of, any entities, assets or facilities of the Business or any entity, facility or asset of Buyer or its Affiliates, (Y) terminate, amend or assign existing relationships and contractual rights and obligations or (Z) amend, assign or terminate existing licenses or other agreements or enter into such new licenses or other agreements. (iii) In the event of any such commencement or issuance, Parent will Buyer and Sellers shall each have the option, but not the obligation, to defend through litigation on the merits any claim asserted in any court, agency or other proceeding by any person, including any Governmental EntityAuthority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement. (iv) Parent will use its reasonable best efforts Buyer and Sellers shall each have the option, but not the obligation, to avoid contest the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment, judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement. In the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the Merger or the other transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of any of the Merger or the other transactions contemplated by this Agreement, Parent will use its best efforts Buyer and Sellers shall each have the option, but not the obligation, to take any and all steps (including the appeal thereof, the posting of a bond reasonably called for or the taking of the steps contemplated by clause (ii) of this Section 5.03(c)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation as soon as reasonably practicable. Notwithstanding the foregoing or anything else in this Agreement to the contrary, neither Parent, the Company nor any of their respective Subsidiaries shall be obligated to agree to any remedy not conditioned on the consummation of the Closing.

Obligation to Attempt to Resolve Issues. Without limiting the generality of the other obligations described in this Section 5.038.3, each of Parent Acquirer and the Company Transferor shall take or cause to be taken the actions described in the following clauses (i), (ii), (iii), ) and (iv). The obligation of each of Parent Acquirer and the Company Transferor to take or cause to be taken these actions includes an obligation on their part to cause their respective Subsidiaries parents, Affiliates and subsidiaries, as applicable, to take such actions. (i) In accordance with Section 5.03(b8.3(b), each of Parent Acquirer and the Company Transferor will, as promptly as practicable, provide to any relevant Governmental Entity Authority such documents documents, information or testimony as is requested by such Governmental Entity Authority to permit consummation of the MergerTransfer. (ii) If such action is necessary Each of Transferor and Acquirer shall use its commercially reasonable efforts to prevent obtain any clearance required by, and cause the expiration or termination of any applicable waiting period under, the HSR Act for the Transfer as soon as practicable; provided, however, that “commercially reasonable efforts” shall not include nor require any party or its subsidiaries to (A) propose, negotiate or offer to commit or agree to or effect by consent decree, hold separate order, or otherwise, the commencement sale, divestiture, license, disposition or hold separate of any proceeding in any forum asset, or (B) conduct or agree to conduct its business in any particular manner. None of Transferor, the issuance Company or Subsidiary shall propose, negotiate or offer to commit to any sale, divestiture, license, disposition or hold separate of any order, decree, decision, determination asset contemplated to be held by the Company or judgment by any Governmental Entity that, in Subsidiary after the case Closing without the prior written consent of either (A) or (B), would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, Parent will, prior to such commencement or issuance and on behalf of itself and such of its Subsidiaries as may be relevant in this regard, proffer their willingness to take, and agree to take, such actions (including with respect to selling, holding separate or otherwise disposing of any business or assets, or agreeing to any conditions or restrictions), and Parent will agree promptly to effect such actions (and will enter into agreements with, and submit to orders of, the relevant Governmental Entity) in each case as may be necessary to prevent such commencement or issuanceAcquirer. (iii) In the event of any such commencement or issuance, Parent will defend through litigation on the merits any claim asserted in any court, agency or other proceeding by any person, including any Governmental Entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement. (iv) Parent will use its reasonable best efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment, that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement. In the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the Merger or the other transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of any of the Merger or the other transactions contemplated by this Agreement, Parent will use its best efforts to take any and all steps (including the appeal thereof, the posting of a bond reasonably called for or the taking of the steps contemplated by clause (ii) of this Section 5.03(c)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation as soon as reasonably practicable. Notwithstanding the foregoing or anything else in this Agreement to the contrary, neither Parentnone of Transferor, the Company nor any of their respective Subsidiaries Company, Subsidiary or Acquirer shall be obligated to agree to any remedy not conditioned on the consummation of the Closing.