Closing Efforts; Governmental Consents Sample Clauses


Closing Efforts; Governmental Consents. Each of Parent and the Company hereto agrees to use all commercially reasonable efforts to bring about the fulfillment of the conditions precedent contained in this Agreement and to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any Applicable Laws) to consummate the transactions contemplated by this Agreement and the other Transaction Documents as promptly as practicable. In addition, neither the Company nor Parent shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority necessary to be obtained prior to Closing. Not later than ten (10) Business Days following the date hereof each of Parent, the Company and WCAS will file, or cause to be prepared and filed, with the appropriate Governmental Authorities, a notification with respect to the transactions contemplated by this Agreement pursuant to the HSR Act, supply all information requested by Governmental Authorities in connection with the HSR Act notification and cooperate with each other in responding to any such request. Parent, the Company and WCAS shall seek early termination of all applicable regulatory waiting periods under the HSR Act. Parent shall be solely responsible for its filing fees required to be paid in connection therewith. Parent, the Company and WCAS will use their respective reasonable best efforts and will cooperate fully with one another to comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by this Agreement and to obtain promptly all Consents of any applicable Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. Each of Parent, the Company and WCAS will furnish to each other and, upon request, to any Governmental Authorities such information and assistance as may be requested in connection with the foregoing, including by responding promptly to and complying fully with any request for additional information or documents under the HSR Act. Parent and the Company will use their best efforts to resolve favorably any review or consideration of the antitrust aspects of the transactions contemplated hereby by any Governmental Authority with jurisdiction over the enforcement of any applicable Antitrust Laws. In furtherance and not in limitation of the efforts referred to above in this ...