Common use of Consummation of the Transaction Clause in Contracts

Consummation of the Transaction. Each Party shall, as promptly as is reasonably practicable, diligently and in good faith use all commercially reasonable efforts to (a) cause the closing conditions in this Agreement to be satisfied, (b) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, (c) obtain all necessary consents, approvals or waivers from Third Persons, and (d) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party in connection with the foregoing. Without limiting the generality of the foregoing, each Party shall use commercially reasonable efforts promptly to obtain all authorizations, consents, Orders and approvals of, and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary or advisable for its performance of its obligations under this Agreement and shall cooperate fully with each other Party in promptly seeking to obtain all such authorizations, consents, Orders and approvals, give such notices, and make such filings. Notwithstanding anything to the contrary contained in this Agreement, Contributor shall use its commercially reasonable efforts to (i) cause the closing conditions set forth in Section 6.3(d) and Section 6.3(e) to be satisfied and (ii) provide the Partnership with timely updates (and in any event, no less than weekly) with respect to its progress in satisfying such conditions. Notwithstanding anything to the contrary contained in this Agreement, including this Section 5.1 and Section 5.2, in no event shall either Party be required hereunder to, or to cause or use commercially reasonable or other efforts to cause any other Person to, waive or amend any rights under or provisions of this Agreement or any related Contracts. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion.

Consummation of the Transaction. (a) Each Party shall, and shall cause its respective controlled Affiliates to, (i) make or cause to be made any required filings under the HSR Act and such other filings to the extent required of such Party or any of its controlled Affiliates under any Laws with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable and, in the case of filings under the HSR Act, no later than ten Business Days after the Execution Date; (ii) cooperate with the other Party and furnish all information in such Party’s possession that is reasonably requested in connection with such other Party’s filings; (iii) without limiting Section 5.1(b), use all reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (iv) promptly inform the other Party of, diligently and in good faith use all commercially reasonable efforts supply to such other Party, any communication (a) cause the closing conditions in this Agreement to be satisfied, (b) defend any lawsuits or other legal proceedingscorrespondence, whether judicial submission or administrative, challenging this Agreement, (cmemoranda) obtain all necessary consents, approvals from or waivers from Third Personsto, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings; (dv) coordinate consult and cooperate with the other Party in providing such information connection with, and supplying such assistance as may permit the other Party a reasonable opportunity to review in advance, and consider in good faith the other Party’s comments with respect to, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and other substantive oral or written communications or submissions proposed to be reasonably requested made or submitted by such other or on behalf of any Party in connection with the foregoing. Without limiting the generality of the foregoingall meetings, each Party shall use commercially reasonable efforts promptly to obtain all authorizationsadvocacy, consentsactions, Orders and approvals ofdiscussions, and to give all notices to and make all filings with, all proceedings with Governmental Authorities and other Persons that may be or become necessary or advisable for its performance of its obligations under this Agreement and shall cooperate fully with each other Party in promptly seeking relating to obtain all such authorizations, consents, Orders and approvals, give such notices, and make such filings. Notwithstanding anything ; (vi) comply as promptly as is reasonably practicable and with due regard to monitoring the contrary contained in this Agreement, Contributor shall use its confidentiality of information that the Parties have agreed would be commercially reasonable efforts to (i) cause the closing conditions set forth in Section 6.3(d) and Section 6.3(e) harmful to be satisfied and (ii) provide the Partnership publicly disclosed with timely updates (and in any event, no less than weekly) with respect to its progress in satisfying requests received by such conditions. Notwithstanding anything to the contrary contained in this Agreement, including this Section 5.1 and Section 5.2, in no event shall either Party be required hereunder to, or to cause or use commercially reasonable or other efforts to cause any other Person to, waive or amend any rights under or provisions of this Agreement or any related Contracts. If a Party or any of its controlled Affiliates intends under the HSR Act and any other Laws for information, documents, submissions or other materials; (vii) without limiting Section 5.1(b), use all reasonable efforts to participate in respond to and resolve any meeting or discussion with objections as may be asserted by any Governmental Authority with respect to such filings, it shall give this Agreement and the other Party Transaction Documents; and (viii) use all reasonable prior notice of, efforts to contest and an opportunity resist any action or proceeding instituted (or threatened in writing to participate in, such meeting or discussionbe instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement and the other Transaction Documents as violative of any Law.

Consummation of the Transaction. (a) Each Party shall, as promptly as is reasonably practicable, diligently and in good faith use all commercially reasonable efforts to (ai) cause the closing conditions in this Agreement to be satisfied, (bii) obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the MLP Transactions, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this AgreementAgreement or the consummation of the MLP Transactions, (civ) obtain all necessary consents, approvals or waivers from Third Persons, and (div) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party in connection with the foregoing. Without limiting the generality of the foregoing, each Party shall use commercially reasonable efforts promptly to obtain all authorizations, consents, Orders and approvals of, and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary or advisable for its performance of its obligations under this Agreement and shall cooperate fully with each other Party in promptly seeking to obtain all such authorizations, consents, Orders and approvals, give such notices, and make such filings. Notwithstanding anything to the contrary contained in this Agreement, Contributor shall use its commercially reasonable efforts to (ix) cause the closing conditions set forth in Section 6.3(d6.3(e) and Section 6.3(e6.3(f) to be satisfied (provided that Contributor shall not be required to pay any fee to extend any lender financing commitment beyond December 31, 2014 in connection therewith) and (iiy) provide the Partnership with timely updates (and in any event, no less than weekly) with respect to its progress in satisfying such conditions. Notwithstanding anything to the contrary contained in this Agreement, including this Section 5.1 5.1(a) and Section 5.2, in no event shall either any Party be required hereunder to, or to cause or use commercially reasonable or other efforts to cause any other Person to, waive or amend any rights under or provisions of this Agreement, the Purchase Agreement or any related Contracts. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion.