Common use of Governmental Approvals and Other Third-Party Consents Clause in Contracts

Governmental Approvals and Other Third-Party Consents. (a) From the Effective Date through the Closing Date, each Party shall (and shall each cause their respective Affiliates to) use commercially reasonable efforts to make or obtain all notices, filings, consents, waivers, confirmations and approvals of Governmental Authorities that any of Seller, Buyer or their respective Affiliates are required to make or obtain before the Closing in order to consummate the Transactions and maintain such consents in full force and effect once made or obtained, which shall include to: (i) make or cause to be made any filings required under any foreign, federal, state or local Laws with respect to the Transactions, in each case, as promptly as is reasonably practicable, and to pay any fees due from it in connection with such filings; (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (iii) use commercially reasonable efforts to cause the expiration of the notice or waiting periods under any Laws with respect to the Transactions as promptly as is reasonably practicable; (iv) promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority to the extent it is reasonably practicable to do so; (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings; (vi) comply, as promptly as reasonably practicable, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents or other materials; (vii) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions; (viii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any Law; (ix) request expedited and, as appropriate, confidential treatment of any such filings; and (x) cooperate in good faith with all Governmental Authorities and not take any action that would reasonably be expected to adversely affect the approval of any Governmental Authority of any of the aforementioned filings.

Governmental Approvals and Other Third-Party Consents. (a) From the Effective Date through the Closing DateSubject to Section 5.07(d) below with respect to Purchasers, each Party party hereto shall (and shall each cause their respective Affiliates to) use commercially its reasonable best efforts to make or obtain all noticestake, filings, consents, waivers, confirmations and approvals of Governmental Authorities that any of Seller, Buyer or their respective Affiliates are required to make or obtain before the Closing in order to consummate the Transactions and maintain such consents in full force and effect once made or obtained, which shall include to: (i) make or cause to be made any filings required under any foreigntaken, federal, state or local Laws with respect to the Transactions, in each case, as promptly as is reasonably practicableall actions, and to pay any fees due from it in connection with such filings; (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (iii) use commercially reasonable efforts do, or cause to cause the expiration of the notice or waiting periods under any Laws with respect to the Transactions as promptly as is reasonably practicable; (iv) promptly inform the other Party of any communication from or tobe done, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority to the extent it is reasonably practicable to do so; (v) consult assist and cooperate with the other Party parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable, including (i) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all 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 by, any Governmental Authority, (ii) the contesting and defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any United States or Canadian antitrust or competition Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order enacted by any Governmental Authority vacated or reversed, (iii) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Each party hereto acknowledges that it has made an appropriate filing of a Notification or Report Form pursuant to the HSR Act and shall make as promptly as practicable, appropriate filings, if applicable, under United States or Canadian antitrust Laws, and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act or applicable United States or Canadian antitrust Laws. (b) Sellers and Purchasers each shall, upon written request by the other, furnish the other with all information concerning itself, its Subsidiaries, Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated by this Agreement or any analyses, appearances, presentations, memoranda, briefs, arguments and opinions filing made or submitted with any Governmental Authority made by or on behalf of any Party in connection with all meetingsPurchasers, actions and proceedings with Governmental Authorities relating to such filings; (vi) complySellers, as promptly as reasonably practicable, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents or other materials; (vii) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions; (viii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any Law; (ix) request expedited and, as appropriate, confidential treatment of any such filings; and (x) cooperate in good faith with all Governmental Authorities and not take any action that would reasonably be expected to adversely affect the approval of any Governmental Authority of any of the aforementioned filings.Target

Governmental Approvals and Other Third-Party Consents. (a) From Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities and other Persons that may be or become necessary for the Effective Date through performance of its obligations pursuant to this Agreement or consummation of the Closing Datetransactions contemplated hereby. Each party shall cooperate fully with the other parties and their Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. If required by any Regulatory Law and if the appropriate filing pursuant to any Regulatory Law has not been filed prior to the date hereof, each Party shall (and shall each cause their respective Affiliates to) use commercially reasonable efforts party hereto agrees to make or obtain all noticesmake, filings, consents, waivers, confirmations and approvals of Governmental Authorities that any of Seller, Buyer or their respective Affiliates are required to make or obtain before the Closing in order to consummate the Transactions and maintain such consents in full force and effect once made or obtained, which shall include to: (i) make or cause to be made (including, in the case of any filings required under Stockholder to the extent applicable, Enterprises shall cause such Stockholder to make), an appropriate filing pursuant to any foreign, federal, state or local Laws Regulatory Law with respect to the Transactionstransactions contemplated by this Agreement within ten Business Days after the date hereof (or, in each casethe case of the HSR Act, on or before November 26, 2014), or such other date as agreed to by Buyer and Enterprises, and to use reasonable best efforts to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to any Regulatory Law. Each of Buyer and Enterprises shall provide prompt notice to the other of its determination that any consent, authorization, order, approval, or filing is reasonably practicablerequired under any Regulatory Law which has not been previously requested, obtained, or filed (as applicable). Notwithstanding anything to the contrary in this Agreement, none of Buyer, Enterprises or the Company shall be required or obligated to comply with a Second Request from the Federal Trade Commission or Department of Justice Antitrust Division or with a comparable request from another Governmental Authority unless both Buyer and Enterprises agree to pay any fees due from it in connection comply with such filings; (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (iii) use commercially reasonable efforts request. Buyer shall pay, or cause to cause the expiration of the notice or waiting periods under any Laws with respect to the Transactions as promptly as is reasonably practicable; (iv) promptly inform the other Party of any communication from or to, and any proposed understanding or agreement withbe paid, any Governmental Authority in respect of such filings, and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority to the extent it is reasonably practicable to do so; (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party all filing fees in connection with all meetings, actions and proceedings with Governmental Authorities relating filings pursuant to such filings; (vi) comply, as promptly as reasonably practicable, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents or other materials; (vii) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions; (viii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any Regulatory Law; (ix) request expedited and, as appropriate, confidential treatment of any such filings; and (x) cooperate in good faith with all Governmental Authorities and not take any action that would reasonably be expected to adversely affect the approval of any Governmental Authority of any of the aforementioned filings.

Governmental Approvals and Other Third-Party Consents. (a) From the Effective Date through the Closing DateSubject to Section 5.07(d) below with respect to Purchasers, each Party party hereto shall (and shall each cause their respective Affiliates to) use commercially its reasonable best efforts to make or obtain all noticestake, filings, consents, waivers, confirmations and approvals of Governmental Authorities that any of Seller, Buyer or their respective Affiliates are required to make or obtain before the Closing in order to consummate the Transactions and maintain such consents in full force and effect once made or obtained, which shall include to: (i) make or cause to be made any filings required under any foreigntaken, federal, state or local Laws with respect to the Transactions, in each case, as promptly as is reasonably practicableall actions, and to pay any fees due from it in connection with such filings; (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (iii) use commercially reasonable efforts do, or cause to cause the expiration of the notice or waiting periods under any Laws with respect to the Transactions as promptly as is reasonably practicable; (iv) promptly inform the other Party of any communication from or tobe done, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority to the extent it is reasonably practicable to do so; (v) consult assist and cooperate with the other Party parties in connection with any analysesdoing, appearancesall things necessary, presentations, memoranda, briefs, arguments proper or advisable under applicable Laws to consummate and opinions made or submitted make effective the transactions contemplated by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings; (vi) complythis Agreement, as promptly as reasonably practicable, with any requests received by such Party or any including (i) the obtaining of its Affiliates under any Laws for additional informationall necessary actions, documents or other materials; (vii) use commercially reasonable efforts to resolve any objections waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be asserted necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority, (ii) the contesting and defending of any Actions, whether judicial or administrative, brought under, pursuant to or relating to any United States or Canadian antitrust or competition Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order enacted by any Governmental Authority vacated or reversed, (iii) the compliance with all legal requirements that may be imposed on it with respect to this Agreement or the Transactions; transactions contemplated hereby and (viiiiv) use commercially reasonable efforts to contest the execution and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation delivery of any Law; (ix) request expedited and, as appropriate, confidential treatment of any such filings; and (x) cooperate in good faith with all Governmental Authorities and additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto shall not willfully take any action that would reasonably be expected to adversely affect will have the approval effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Each party hereto acknowledges that it has made an appropriate filing of a Notification or Report Form pursuant to the HSR Act and shall make as promptly as practicable, appropriate filings, if applicable, under United States or Canadian antitrust Laws, and to supply as promptly as practicable to the appropriate Governmental Authority of any of additional information and documentary material that may be requested pursuant to the aforementioned filingsHSR Act or applicable United States or Canadian antitrust Laws.