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

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best 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, including under applicable laws and regulations, to consummate and make effective the Transactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereof, (ii) using its reasonable best efforts to make and cooperate in making all required regulatory filings and applications and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and third parties as are necessary or advisable for the consummation of the Transactions and to fulfill the conditions to the Offer, the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other Transactions. In case 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 reasonable best efforts to take all such necessary action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and --------------------------------------- subject to the conditions hereof, each of the parties hereto shall use its reasonable best 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, including advisable under applicable laws and regulations, regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereof, (ii) using its reasonable best efforts to make and cooperate in making all required regulatory filings and applications and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Entities and third parties to contracts as are necessary or advisable for the consummation of the Transactions transaction contemplated by this Agreement and to fulfill the conditions to the OfferMerger. To the extent practicable in the circumstances and subject to applicable laws, each party shall provide the Mergerother with the opportunity to review all information relating to the other party, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of its subsidiaries, which appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with obtaining the other Transactionsnecessary regulatory approvals for the consummation of the transactions contemplated by this Agreement. In case 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 reasonable best efforts to take all such necessary action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best 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, including advisable under applicable laws and regulations, regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement or Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof, thereof and (ii) using its reasonable best efforts to promptly make and cooperate in making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and third parties to contracts with the Company and its subsidiaries as are necessary or advisable for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer, Offer and the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other Transactions. In case 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 reasonable best efforts to take all such necessary action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best 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, including advisable under applicable laws and regulations, regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-914D- 9, the Proxy Statement or Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof, thereof and (ii) using its reasonable best efforts to promptly make and cooperate in making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and third parties to contracts with the Company and its subsidiaries as are necessary or advisable for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer, Offer and the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other Transactions. In case 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 reasonable best efforts to take all such necessary action.

Further Action; Reasonable Best Efforts. (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, under the HSR Act with respect to the Mergers and (ii) use its reasonable best 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, including advisable under applicable laws and regulationsLaws or pursuant to any contract, agreement, lease or ground lease to consummate and make effective the Transactions, including but not limited to (i) cooperation in the preparation and filing of the Offer DocumentsMergers, the Schedule 14D-9Exchange, the Proxy Statement or any required filings under Redemption and the HSR Act and any amendments to any thereofAsset Sale, (ii) including, without limitation, using its reasonable best efforts to make and cooperate in making obtain all required regulatory filings and applications and to obtain and cooperate in obtaining all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and third parties to contracts, agreements, leases or ground leases with the Company and the Subsidiaries as are necessary or advisable for the consummation of the Transactions Mergers, the Exchange, the Redemption and the Asset Sale and to fulfill the conditions to the Offer, the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other TransactionsClosing. In case case, at any time after the Effective Time Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, each of the proper officers and directors of each party to this Agreement parties hereto shall use their all reasonable best efforts to cause its respective officers, employees and agents to take all such necessary action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, and without limiting any other covenant contained in this Agreement, each of the parties hereto shall, and shall each cause their respective subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all such things as are necessary, proper or advisable, including advisable under applicable laws and regulations, Laws or otherwise to consummate and make effective the Transactions, including but not limited to including, (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereof, (ii) using its commercially reasonable best efforts to make and cooperate in making obtain all required regulatory filings and applications and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities, (ii) using its commercially reasonable efforts to obtain all material consents and approvals of third parties as to contracts with Parent, the Company or their respective affiliates (including those consents and approvals set forth in Section 4.05) that are necessary or advisable for the consummation of the Transactions and to fulfill the conditions to the Offer, the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts taking such other action as may reasonably be necessary to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining satisfy the conditions of Article VIII or otherwise prohibiting comply with Agreement and to consummate the Offer, the Merger or any of the other TransactionsTransactions as soon as practicable. In case case, at any time after the Effective Time 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 best efforts to take all such necessary action. Notwithstanding the foregoing, in no event shall Parent, Merger Sub, the Company or its subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals described in this Section 7.10, except as expressly provided for in this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) at the request of the other party hereto, execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the Merger and the other Transactions and (ii) use its reasonable best efforts to taketake promptly, or cause to be taken, all appropriate action, and to do promptly, or cause to be done, all things necessary, proper or advisable, including advisable under applicable laws and regulations, Laws or otherwise to consummate and make effective the Transactions, including but not limited to (i) cooperation satisfy the conditions to the obligations to consummate the Merger, to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the preparation and filing Transactions for the purpose of securing to the Offer Documentsparties hereto the benefits contemplated by this Agreement, the Schedule 14D-9including, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereofwithout limitation, (ii) using its reasonable best efforts to make and cooperate in making obtain all required regulatory filings and applications and to obtain and cooperate in obtaining all licenses, permits, consents, waivers, approvals, authorizations, qualifications and orders of governmental authorities and third parties Governmental Authorities as are necessary or advisable for the consummation of the Transactions and to fulfill the conditions to the Offer, the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other Transactions. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) use its reasonable best 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, including advisable under applicable laws and regulations, Laws or otherwise to consummate and make effective the Transactionstransactions contemplated by this Agreement, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D-9without limitation, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereof, (ii) using its reasonable best efforts to make and cooperate in making obtain all required regulatory filings and applications and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and third parties to contracts with the Company as are necessary or advisable for the consummation of the Transactions and transactions contemplated by this Agreement; provided that the Purchaser will not be required by this Section 6.08 to fulfill take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the conditions divestiture of any assets of any of the Purchaser, any of its subsidiaries or the Assets or (B) limits the Purchaser's freedom of action with respect to, or its ability to the Offerretain, the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal Assets or any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger portion thereof or any of the Purchaser's or its affiliates' other Transactionsassets or businesses. In case case, 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 reasonable best efforts to take all such necessary action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) if at any time required between the date hereof and the Effective Time, promptly make its respective filings, and thereafter make any other required submissions, under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the REIT Merger and (ii) use its reasonable best 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, including advisable under applicable laws and regulations, Laws to consummate and make effective the TransactionsREIT Merger, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D-9without limitation, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereof, (ii) using its reasonable best efforts to make and cooperate in making obtain all required regulatory filings and applications and to obtain and cooperate in obtaining all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and third parties to contracts with the Company and its Subsidiaries as are necessary or advisable for the consummation of the Transactions REIT Merger and to fulfill the conditions to the Offer, the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other TransactionsClosing. In case case, at any time after the Effective Time Closing, any further action is necessary or desirable to carry out the purposes of this AgreementAgreement and the Ancillary Agreements, each of 77 the proper officers and directors of each party to this Agreement parties hereto shall use their all reasonable best efforts to cause its respective officers, employees and agents to take all such necessary action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all such things as are necessary, proper or advisable, including advisable under applicable laws and regulations, Laws or otherwise to consummate and make effective the Transactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereof, (ii) using its reasonable best efforts to make and cooperate in making obtain all required regulatory filings and applications and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and third parties as are to contracts with the Company and the Company Subsidiaries necessary or advisable for the consummation of the Transactions and to fulfill the conditions to the OfferMergers; provided, however, that in no event shall the MergerCompany or the Company Subsidiaries be obligated to bear any material expense or pay any material fee with obtaining any consents, approvals or authorizations from any parties to contracts with the Debt Offer, Company and the Financing Company Subsidiary necessary for the consummation for the Transactions and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting fulfill the Offer, conditions to the Merger or any of the other TransactionsMergers. In case case, at any time after the Second Company Merger Effective Time 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 reasonable best efforts to take all such necessary lawful action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (a) make promptly its respective filings, and thereafter make any other required submissions, under applicable laws with respect to the transactions contemplated hereby and shall cooperate with the other party with respect to such filings and submissions; and (b) use its reasonable best 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, including advisable under applicable laws and regulations, regulations to consummate and make effective the Transactionstransactions contemplated hereby, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D-9without limitation, the Proxy Statement or any required filings under the HSR Act and any amendments to any thereof, (ii) using its reasonable best efforts to make and cooperate in making obtain all required regulatory filings and applications and to obtain and cooperate in obtaining all waivers, licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and third parties to contracts as are necessary or advisable for the consummation of the Transactions transactions contemplated hereby and to fulfill the conditions to the Offer, the Merger, the Debt Offer, and the Financing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any closing of the other Transactionssale of the Shares to Xxxxxxxxx. In case 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 its reasonable best efforts to take all such necessary action. None of Xxxxxxxxx, Kirkhill and the ESOP will undertake any course of action inconsistent with this Agreement or that would make any representations, warranties or agreements made by such party in this Agreement untrue or any conditions precedent to this Agreement unable to be satisfied at or prior to the Closing.