Common use of Further Action; Commercially Reasonable Efforts Clause in Contracts

Further Action; Commercially Reasonable Efforts. From the date hereof through the Effective Time, upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including but not limited to (i) if necessary, cooperating in the preparation and filing of the Information Statement, and any amendments thereto, (ii) using its commercially reasonable efforts to obtain all Required Consents and (iii) using its commercially reasonable efforts to make all required regulatory filings and applications and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental entities or authorities and parties to contracts as are necessary for the consummation of the Transactions and to fulfill the conditions to the consummation of this Agreement; provided that Purchaser General Partner shall be primarily responsible for obtaining or transferring all required licenses, permits and authorizations, and the National MGP shall cooperate in such process as reasonably requested by Purchaser General Partner. To the extent practicable in the circumstances and subject to applicable laws, each party shall provide the other with the opportunity to review all information relating to the other party, or any of its subsidiaries, which appears in any filing made with, or written materials submitted to, any governmental entity or authority in connection with obtaining the necessary regulatory approvals for the consummation of the Transactions. In case that at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such necessary action.

Further Action; Commercially Reasonable Efforts. From the date hereof through the Effective Time, upon (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, required to be made or effected by it pursuant to the Exchange Act and other applicable legal requirements with respect to the Transactions, and (ii) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this AgreementTransactions, including but not limited to (i) if necessary, cooperating in the preparation and filing of the Information Statement, and any amendments thereto, (ii) using its commercially reasonable efforts to obtain all Required Consents and (iii) using its commercially reasonable efforts to make all required regulatory filings and applications and to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental entities or authorities and parties to contracts Governmental Authorities as are necessary for the consummation of the Transactions and to fulfill the conditions to the consummation of this AgreementOffer and the Merger; provided that neither Purchaser General Partner shall nor Parent will be primarily responsible for obtaining required by this Section 7.10 to take any action, including entering into any consent decree, hold separate orders or transferring all required licensesother arrangements, permits and authorizationsthat (A) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries, or (B) limits Parent’s freedom of action with respect to, or its ability to retain, the Company and the National MGP shall cooperate in such process as reasonably requested Subsidiaries of the Company or any portion thereof or any of Parent’s or its affiliates’ other assets or businesses. Except where prohibited by Purchaser General Partner. To the extent practicable in the circumstances applicable Law, and subject to applicable lawsthe Confidentiality Agreement, Company and Parent each party shall provide promptly (a) supply the other with the opportunity any information which may reasonably be required in order to review all effectuate such filings and (b) supply any additional information relating to the other partywhich reasonably may be required by antitrust, competition or any of its subsidiaries, which appears merger control authorities in any filing made with, or written materials submitted to, any governmental entity or authority in connection with obtaining competent jurisdiction and which the necessary regulatory approvals for the consummation of the Transactions. In case that at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such necessary actionparties may reasonably deem appropriate.

Further Action; Commercially Reasonable Efforts. From the date hereof through the Effective Time, upon (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make as soon as practicable after the date of this Agreement its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the transactions contemplated by this Agreement, if required, (ii) file a Joint Voluntary Notice with CFIUS as soon as practicable after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to Exon-Fxxxxx, and (iii) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including but not limited to (i) if necessary, cooperating in the preparation and filing of the Information Statement, and any amendments thereto, (ii) using its commercially reasonable efforts to obtain all Required Consents and (iii) using its commercially reasonable efforts to make all required regulatory filings and applications and to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental entities or authorities Governmental Authorities, including all approvals and authorizations from the United States Department of Defense, and parties to contracts with the Transferred Companies, their Subsidiaries and Project Entities as are necessary for the consummation of the Transactions and transactions contemplated by this Agreement in order to fulfill the conditions set forth in Article 6. In the event that the Company shall fail to obtain any third party consent described above, the consummation of this Agreement; provided that Purchaser General Partner shall be primarily responsible for obtaining or transferring all required licenses, permits and authorizations, Company and the National MGP shall cooperate in such process as reasonably requested by Purchaser General Partner. To the extent practicable in the circumstances and subject to applicable laws, each party shall provide the other with the opportunity to review all information relating to the other party, or any of its subsidiaries, which appears in any filing made with, or written materials submitted to, any governmental entity or authority in connection with obtaining the necessary regulatory approvals for the consummation of the Transactions. In case that at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Operating Partnership shall use their commercially reasonable efforts efforts, and shall take such actions as are reasonably requested by Buyer, to take all minimize any adverse effect upon the Transferred Companies, their Subsidiaries and Project Entities and Buyer and their respective businesses resulting, or which could reasonably be expected to result, after the Closing Date, from the failure to obtain such necessary actionconsent.

Further Action; Commercially Reasonable Efforts. From the date hereof through the Effective Time, upon the terms and subject to the conditions hereof, each (a) Each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and use commercially reasonable efforts to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement on or before December 1, including but not limited to (i) if necessary2006, cooperating in the preparation and filing of the Information Statementincluding, and any amendments theretowithout limitation, (ii) using its commercially reasonable efforts to obtain all Required Consents Authorizations and (iii) using its commercially reasonable efforts to make all required regulatory filings and applications and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders Orders of governmental entities or authorities Governmental Bodies and parties to contracts with the Company, the Company's Subsidiaries and Purchaser as are necessary for the consummation transactions contemplated herein. Not in limitation of the Transactions and to fulfill the conditions to the consummation of this Agreement; provided that Purchaser General Partner shall be primarily responsible for obtaining or transferring all required licensesforegoing, permits and authorizations, Seller and the National MGP Company shall cooperate in such process as reasonably requested by with the Purchaser General Partner. To the extent practicable in the circumstances and subject otherwise shall use commercially reasonable efforts to applicable laws, each party shall provide the other Purchaser with such information as the opportunity to review all information relating to the other party, Purchaser or any of its subsidiaries, which appears in any filing made with, or written materials submitted to, any governmental entity or authority lenders may reasonably request in connection with obtaining the necessary regulatory approvals Purchaser’s efforts to obtain the financing for the consummation Contemplated Transactions. From and after the Closing, Purchaser will use commercially reasonable efforts to collect the Designated A/R and to the extent not inconsistent with its customary accounts receivable collection practices will use the existing employees of the TransactionsCompany that whose current job function includes collection of the Designated A/R, for so long as such persons remain employees of the Purchaser or the Compay. In case that at any time after the Effective Time Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such necessary action.