Common use of Other Actions; Filings; Consents Clause in Contracts

Other Actions; Filings; Consents. Subject to the terms and conditions contained in this Agreement, Lima, Parent, Acquisition and the Company each will (a) use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all other things, which are necessary, proper or appropriate under applicable laws and regulations, or are required to be taken by any governmental authorities, to consummate the Merger as promptly as practicable, (b) use its commercially reasonable efforts to make as promptly as practicable all necessary filings, and subsequently make any other required submissions, with regard to this Agreement or the Merger under (i) the Exchange Act and any other applicable federal or state securities laws or regulations, (ii) the HSR Act and any related governmental requests under that HSR Act, (iii) the PUA and any related governmental or quasi-governmental requests under the PUA and (iv) any other applicable or federal, state, local or foreign statutes, laws, rules or regulations, (c) use its commercially reasonable efforts to obtain from governmental authorities any consents, licenses, permits, waivers, approvals, authorizations and orders required to be obtained by the Company or Parent or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (d) use its commercially reasonable efforts to resolve any objections which may be asserted by any governmental authority with regard to the Merger or any other transactions contemplated by this Agreement under any anti-trust, trade or regulatory laws or regulations, (e) furnish the other of them, upon request, with copies of all correspondence, filings and communications between it and its affiliates and representatives, on the one hand, and any governmental authority or member of the staff of any governmental authority, on the other hand, with respect to this Agreement, the Merger or any other of the transactions contemplated by this Agreement, (f) furnish the other of them with all information and reasonable assistance which the other of them may reasonably request in connection with the preparation of filings, registrations or submissions of information required by any governmental authorities, (g) use its commercially reasonable efforts to cause any injunction, restraining order or other order of any court or governmental authority which adversely effects the ability of the parties to consummate the Merger to be dissolved, and to defend vigorously any litigation seeking to enjoin, prevent or delay the consummation of the Merger or seeking material changes in the terms of the Merger or any other transaction which is the subject to this Agreement, and (h) use commercially reasonable efforts to cause the conditions in Article 6 to be satisfied as promptly as practicable.

Other Actions; Filings; Consents. Subject to the terms and conditions contained in this Agreement, Lima, Parent, Acquisition Lennar and the Company each will (ai) use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all other things, which are necessary, proper or appropriate under applicable laws and regulations, or are required to be taken by any governmental authorities, to consummate the Merger as promptly as practicable, (bii) use its commercially reasonable efforts to make as promptly as practicable all necessary filings, and subsequently make any other required submissions, with regard to this Agreement or the Merger under (iA) the Securities Act, the Exchange Act and any other applicable federal or state securities laws or regulations, (iiB) the HSR Act and any related governmental requests under that HSR Act, (iii) the PUA and any related governmental or quasi-governmental requests under the PUA Act and (ivC) any other applicable or federal, state, local or foreign statutes, laws, rules or regulations, (ciii) use its commercially reasonable efforts to obtain from governmental authorities any consents, licenses, permits, waivers, approvals, authorizations and orders required to be obtained by the Company or Parent Lennar or any of their 50 53 respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (div) use its commercially reasonable efforts to resolve any objections which may be asserted by any governmental authority with regard to the Merger or any other transactions contemplated by this Agreement under any anti-trust, trade or regulatory laws or regulations, (ev) furnish the other of them, upon request, with copies of all correspondence, filings and communications between it and its affiliates and representatives, on the one hand, and any governmental authority or member of the staff of any governmental authority, on the other hand, with respect to this Agreement, the Merger or any other of the transactions contemplated by this Agreement, (fvi) furnish the other of them with all information and reasonable assistance which the other of them may reasonably request in connection with the preparation of filings, registrations or submissions of information required by any governmental authorities, authorities and (gvii) use its commercially reasonable efforts to cause any injunction, restraining order or other order of any court or governmental authority which adversely effects the ability of the parties to consummate the Merger to be dissolved, and to defend vigorously any litigation seeking to enjoin, prevent or delay the consummation of the Merger or seeking material changes in the terms of the Merger or any other transaction which is the subject to this Agreement, and (h) use commercially reasonable efforts to cause the conditions in Article 6 to be satisfied as promptly as practicable.

Other Actions; Filings; Consents. Subject to the terms and conditions contained in this Agreement, Lima, Parent, Acquisition Pulte and the Company each will (ai) use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all other things, which are necessary, proper or appropriate under applicable laws and regulations, or are required to be taken by any governmental authorities, to consummate the Merger as promptly as practicable, (bii) use its commercially reasonable efforts to make as promptly as practicable all necessary filings, and subsequently make any other required submissions, with regard to this Agreement or the Merger under (iA) the Securities Act, the Exchange Act and any other applicable federal or state securities laws or regulations, (iiB) the HSR Act and any related governmental requests under that HSR Act, (iii) the PUA and any related governmental or quasi-governmental requests under the PUA act and (ivC) any other applicable or federal, state, local or foreign statutes, laws, rules or regulations, (ciii) use its commercially reasonable efforts to obtain from governmental authorities any consents, licenses, permits, waivers, approvals, authorizations and orders required to be obtained by the Company or Parent Pulte or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (div) use its commercially reasonable efforts to resolve any objections which may be asserted by any governmental authority with regard to the Merger or any other transactions contemplated by this Agreement under any anti-trust, trade or regulatory laws or regulations, (ev) furnish the other of themother, upon request, with copies of all correspondence, filings and communications between it and its affiliates and representatives, on the one hand, and any governmental authority or member of the staff of any governmental authority, on the other hand, with respect to this Agreement, the Merger or any other of the transactions contemplated by this Agreement, (f) furnish the other of them with all information and reasonable assistance which the other of them may reasonably request in connection with the preparation of filings, registrations or submissions of information required by any governmental authorities, (g) use its commercially reasonable efforts to cause any injunction, restraining order or other order of any court or governmental authority which adversely effects the ability of the parties to consummate the Merger to be dissolved, and to defend vigorously any litigation seeking to enjoin, prevent or delay the consummation of the Merger or seeking material changes in the terms of the Merger or any other transaction which is the subject to this Agreement, and (h) use commercially reasonable efforts to cause the conditions in Article 6 to be satisfied as promptly as practicable.and

Other Actions; Filings; Consents. Subject to the terms and conditions contained provided in this Agreement and the Separation Agreement, Lima, Parent, Acquisition Olsten and the Company each will Adecco shall (ai) use its commercially their reasonable best efforts to take, or cause to be taken, all actions, other actions and to do, or cause to be done, all other things, which are things necessary, proper or appropriate under applicable laws and regulations, regulations or are required to be taken by any governmental authorities, Governmental Authority to consummate and make effective the Merger transactions contemplated by this Agreement and the Separation Agreement as promptly as practicable, (bii) use its commercially their reasonable best efforts to make make, as promptly as practicable practicable, all necessary filings, and subsequently thereafter make any other required submissions, submissions with regard respect to this Agreement Agreement, the Separation Agreement, the Merger or the Merger Split-Off required under (iA) the Securities Act, the Exchange Act and any other applicable foreign, federal or state securities laws or regulations, (iiB) the HSR Act and any related governmental requests under that HSR Act, (iii) the PUA applicable foreign antitrust or similar laws and any related governmental or quasi-governmental requests under the PUA request thereunder and (ivC) any other applicable or federal, state, local or foreign statutesstatute, lawslaw, rules rule or regulationsregulation, (ciii) use its commercially their reasonable best efforts to obtain from governmental authorities any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations and or orders required to be obtained or made by the Company Olsten or Parent Adecco or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement, the Separation Agreement and the consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby, (div) use its commercially their reasonable best efforts to resolve any objections which as may be asserted by any governmental authority Governmental Authority with regard respect to the Merger or any other and the Split-Off and the transactions contemplated by this hereby and in the Separation Agreement under any anti-trust, antitrust or trade or regulatory laws or regulationsregulations of any Governmental Authority, (ev) furnish the other of them, upon request, with copies of all correspondence, filings and communications between it them and its their affiliates and their respective representatives, on the one hand, and any governmental authority Governmental Authority or member of the staff of any governmental authoritytheir respective staffs, on the other hand, with respect to this Agreement, Agreement and the Merger or any other of Separation Agreement and the transactions contemplated by this Agreementhereby and thereby, (fvi) furnish the other of them with all such necessary information and reasonable assistance which as the other of them may reasonably request in connection with the their preparation of necessary filings, registrations or submissions of information required by to any governmental authorities, Governmental Authority and (gvii) use its commercially their reasonable best efforts to cause any injunction, restraining order or other order of any court or governmental authority which adversely effects the ability of the parties to consummate the Merger to be dissolved, and to defend vigorously any litigation seeking to enjoin, prevent or delay the consummation of the Merger or the Split-Off or the transactions contemplated hereby or in the Separation Agreement or seeking material changes in and to lift, remove or rescind any injunction or restraining order or other order adversely affecting the terms ability of the Merger or any other transaction which is parties to consummate the subject to this Agreement, and (h) use commercially reasonable efforts to cause the conditions in Article 6 to be satisfied as promptly as practicabletransactions contemplated hereby.

Other Actions; Filings; Consents. Subject to the terms and conditions contained in this of the Merger Agreement, Lima, Parent, Acquisition Technical Olympic and the Company each will (a1) use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all other things, which are necessarynecessary (or, upon the reasonable request of any party, proper or appropriate appropriate) under applicable laws and regulations, or are required to be taken by any governmental authorities, to consummate the transactions contemplated by the Merger Agreement as promptly as practicable, (b2) use its commercially reasonable efforts to make as promptly as practicable all necessary filings, and subsequently make any other required submissions, with regard to this the Merger Agreement or the transactions contemplated by the Merger Agreement under (iA) the Securities Act, the Exchange Act and any other applicable federal or state securities laws or regulations, (iiB) the HSR Act and any related governmental requests under that HSR Act, (iii) the PUA and any related governmental or quasi-governmental requests under the PUA Act and (ivC) any other applicable or federal, state, local or foreign statutes, laws, rules or regulations, (c3) use its commercially reasonable efforts to obtain from governmental authorities any consents, licenses, permits, waivers, approvals, authorizations and orders required to be obtained by the Company or Parent Technical Olympic or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this the Merger Agreement and the consummation of the Merger and the other transactions contemplated by this the Merger Agreement, (d4) use its commercially reasonable efforts to resolve any objections which may be asserted by any governmental authority with regard to the Merger or any other transactions contemplated by this the Merger Agreement under any anti-trustantitrust, trade or regulatory laws or regulations, (e5) furnish the other of them, upon request, with copies of all correspondence, filings and communications between it and its affiliates and representatives, on the one hand, and any governmental authority or member of the staff of any governmental authority, on the other hand, with respect to this Agreement, the Merger Agreement or any other of the transactions contemplated by this the Merger Agreement, (f6) furnish the other of them with all information and reasonable assistance which the other of them may reasonably request in connection with the preparation of filings, registrations or submissions of information required by any governmental authorities, authorities and (g7) use its commercially reasonable efforts to cause any injunction, restraining order or other order of any court or governmental authority which adversely effects affects the ability of the parties to consummate the transactions contemplated by the Merger Agreement to be dissolved, and to defend vigorously any litigation seeking to enjoin, prevent or delay the consummation of the Offer or the Merger or seeking material changes in the terms of the Merger Offer or any other transaction which is the subject to this AgreementMerger. At Technical Olympic's reasonable request, and (h) the Company will use its commercially 29 32 reasonable efforts to cause obtain the conditions in Article 6 consent of any third party required to be satisfied as promptly as practicableobtained by the Company under any agreement or instrument to which either the Company or any of its Subsidiaries is a party or by which any of them is bound in connection with the transactions contemplated by the Merger Agreement; provided, however, that the Company will not be required to obtain the consent of any of the Company's lenders or noteholders.

Other Actions; Filings; Consents. Subject to the terms and conditions contained in this Agreement, Lima, Parent, Acquisition Parent and the Company each will (ai) use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all other things, which are necessarynecessary (or, upon the reasonable request of any party, proper or appropriate appropriate) under applicable laws and regulations, or are required to be taken by any governmental authorities, to consummate the Merger transactions contemplated by this Agreement as promptly as practicable, (bii) use its commercially reasonable efforts to make as promptly as practicable all necessary filings, and subsequently make any other required submissions, with regard to this Agreement or the Merger transactions contemplated by this Agreement under (iA) the Securities Act, the Exchange Act and any other applicable federal or state securities laws or regulations, (iiB) the HSR Act and any related governmental requests under that HSR Act, (iii) the PUA and any related governmental or quasi-governmental requests under the PUA Act and (ivC) any other applicable or federal, state, local or foreign statutes, laws, rules or regulations, (ciii) use its commercially reasonable efforts to obtain from governmental authorities any consents, licenses, permits, waivers, approvals, authorizations and orders required to be obtained by the Company or Parent or any of their respective subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (div) use its commercially reasonable efforts to resolve any objections which may be asserted by any governmental authority with regard to the Merger or any other transactions contemplated by this Agreement under any anti-trust, trade or regulatory laws or regulations, (ev) furnish the other of them, upon request, with copies of all correspondence, filings and communications between it and its affiliates and representatives, on the one hand, and any governmental authority or member of the staff of any governmental authority, on the other hand, with respect to this Agreement, the Merger or any other of the transactions contemplated by this Agreement, (f) furnish the other of them with all information and reasonable assistance which the other of them may reasonably request in connection with the preparation of filings, registrations or submissions of information required by any governmental authorities, (g) use its commercially reasonable efforts to cause any injunction, restraining order or other order of any court or governmental authority which adversely effects the ability of the parties to consummate the Merger to be dissolved, and to defend vigorously any litigation seeking to enjoin, prevent or delay the consummation of the Merger or seeking material changes in the terms of the Merger or any other transaction which is the subject to this Agreement, and (h) use commercially reasonable efforts to cause the conditions in Article 6 to be satisfied as promptly as practicable.and