Common use of Support of Transaction Clause in Contracts

Support of Transaction. (a) Each of Parent and Purchaser agree to cooperate with respect to the notices and filings to be made in connection with the consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of Parent, Sellers and Purchaser shall (i) use its best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the transactions contemplated hereby (including in respect of any Gaming Law), (ii) use its reasonable best efforts to obtain all material consents and approvals of third parties that any of Parent, Sellers, Purchaser or their respective Affiliates is required to obtain in order to consummate the transactions contemplated hereby, and (iii) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article 7 or otherwise to comply with this Agreement. In connection therewith and not in limitation thereof, each party shall take or cause to be taken all actions reasonably necessary in relation to (i) obtaining of all necessary waivers, consents, authorizations and approvals from Governmental Authorities and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any legal proceedings challenging the consummation of any of the transactions contemplated by this Agreement.

Support of Transaction. (a) Each Without limiting any covenant contained in Article VII or Article VIII, including the obligations of Parent the Company and Purchaser agree to cooperate Acquiror with respect to the notices notifications, filings, reaffirmations and filings applications described in Section 9.01, which obligations shall control to be made in connection the extent of any conflict with the consentssucceeding provisions of this Section 9.02, approvalsAcquiror and the Company shall each, waivers and authorizations required in connection with the transactions contemplated hereby. Each of Parent, Sellers and Purchaser shall each cause their respective Subsidiaries to: (ia) use its reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the transactions contemplated hereby (including in respect of any Gaming Law)Transactions, (iib) use its reasonable best efforts to obtain all material consents and approvals of third parties that any of Parentthe Acquiror Parties, Sellersthe Company, Purchaser or their respective Affiliates is are required to obtain in order to consummate the transactions contemplated herebyTransactions, and (iiic) use reasonable best efforts to take such other action as may reasonably be necessary or as another party Party may reasonably request to satisfy the conditions of the other Party set forth in Article 7 X or otherwise to comply with this AgreementAgreement and to consummate the Transactions as soon as practicable. In Notwithstanding the foregoing, in no event shall any Acquiror Party, the Company or any of their respective Subsidiaries be obligated to pay any material consent fees or grant any material concession to any non-governmental third Person in connection therewith and not in limitation thereof, each party shall take or cause to be taken all actions reasonably necessary in relation to (i) with obtaining of all necessary waivers, any consents, authorizations and or approvals from Governmental Authorities and of such Person pursuant to the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending terms of any legal proceedings challenging the consummation of Contract to which any Party or any of the transactions contemplated by this Agreementits Subsidiaries is a party with such Person.

Support of Transaction. (a) Each of Parent Sellers and Purchaser agree to cooperate with respect to the notices and filings to be made in connection with the consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of Parent, Sellers and Purchaser shall (i) use its best commercially reasonable and diligent efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained by it in connection with the transactions contemplated hereby (including in respect of any Gaming Law), (ii) use its commercially reasonable best diligent efforts to obtain all material consents and approvals of third parties that any of Parent, Sellers, Purchaser or their respective Affiliates is required to obtain in order to consummate the transactions contemplated hereby, and (iii) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article 7 or otherwise to comply with this Agreement, and to complete resolution of various pending title matters. In connection therewith and not in limitation thereof, each party shall take or cause to be taken all actions reasonably necessary in relation to (i) obtaining of all necessary waivers, consents, authorizations and approvals from Governmental Authorities or other parties and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any legal proceedings challenging the consummation of any of the transactions contemplated by this Agreement.

Support of Transaction. Acquiror and the Companies shall each (aand shall each cause their respective Affiliates to) Each of Parent and Purchaser agree to cooperate (i) other than with respect to CFIUS, which is the notices and filings to be made in connection with the consentssubject of Section 7.3, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Each of Parent, Sellers and Purchaser shall (i) use its best commercially reasonable efforts to promptly assemble, prepare and file any information (and, and as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable and to obtain as promptly as practicable (A) all governmental and regulatory consents consents, approvals or authorizations required to be obtained by it in connection with the transactions contemplated hereby hereby, (including B) all consents, approvals or authorizations of the Federal Aviation Administration necessary or advisable in respect connection with the sale or other disposition of any Gaming Law)each Part 135 certificate pursuant to Section 6.5, (C) all other consents, approvals or authorizations of the Federal Aviation Administration or other aviation Governmental Authorities necessary or advisable as a result of the transactions contemplated hereby, (ii) use its commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of ParentAcquiror, Sellersthe Companies, Purchaser or their respective Affiliates is required to obtain that are necessary or advisable in order to consummate the transactions contemplated herebyMergers, and (iii) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article 7 IX or otherwise to comply with this Agreement. In Notwithstanding the foregoing, in no event shall a Company or any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection therewith and not in limitation thereof, each party shall take or cause to be taken all actions reasonably necessary in relation to (i) with obtaining of all necessary waivers, any consents, authorizations and approvals from Governmental Authorities and the making of necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromauthorizations, or approvals required in order to avoid an action or proceeding by, any Governmental Authority, and (ii) consummate the defending Mergers pursuant to the terms of any legal proceedings challenging the consummation of Contract to which a Company or any of the transactions contemplated by this Agreementits Subsidiaries is a party.