Common use of Regulatory and Other Authorizations; Consents Clause in Contracts

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s and Buyer shall use its reasonable best efforts, and shall cause its Affiliates to use their respective reasonable best efforts, to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by the Transaction Agreements. Except as permitted by Article VIII, none of Parent, Seller nor each of Fred’s and Buyer nor their respective Affiliates shall take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s the parties hereto shall cooperate and Buyer shall use its commercially reasonable best effortsefforts (which reasonable efforts expressly exclude, and shall cause except to the extent provided for in the DIP Budget, any obligation on Seller’s part to pay any fee or other amount to any third party for its Affiliates to use their respective reasonable best effortsconsent, waiver, authorization or the like) to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may betake, or becomecause to be taken, necessary for its execution and delivery of, performance of its obligations pursuant toall appropriate action, and consummation of do, or cause to be done, all things necessary, proper or advisable under any Law or otherwise to consummate and make effective the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals)by this Agreement, (ii) take all such actions as may be requested by obtain any such Governmental Authority to obtain such authorizations, consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and approvals and (iii) avoid delivery of this Agreement and, to the extent that the need for the same is not obviated by the entry ofof the Sale Order, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated hereby, and (iii) promptly make all filings and give any notice, and thereafter make any other submissions either required or reasonably deemed appropriate by the Transaction Agreements. Except as permitted by Article VIII, none of Parent, Seller nor each of Fred’s the parties, with respect to this Agreement and Buyer nor their respective Affiliates shall take the transactions contemplated hereby required under any action that would reasonably be expected to have Law, including applicable securities Law, and the effect of delaying, impairing or impeding the receipt rules and regulations of any required authorizations, consents, orders stock exchange on which the securities of any of the parties are listed or approvalsquoted (including the Nasdaq Stock Market).

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s and Buyer Purchaser shall use its reasonable best efforts, and shall cause its Affiliates to use their respective reasonable best efforts, to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals)Agreements, (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by the Transaction Agreements. Except as permitted by Article VIIISeller shall and shall cause its Affiliates, none of Parentto reasonably cooperate with Purchaser in connection with obtaining the foregoing consents or approvals, provided that such cooperation shall not expose Seller or its Affiliates to any expense or liability. Neither Seller nor each of Fred’s and Buyer Purchaser nor their respective Affiliates shall take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s Buyer and Buyer Seller shall use its reasonable best efforts, and shall cause its Affiliates to use their respective reasonable best efforts, efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all federal, state, local and foreign Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals)this Agreement, (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by the Transaction Agreementsthis Agreement. Except Buyer and Seller will cooperate in seeking promptly to obtain all such authorizations, consents, orders and approvals. Other than as permitted may be required by Article VIIIapplicable Law, none of Parent, neither Seller nor each of Fred’s and Buyer nor their respective Affiliates shall take any action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s and Buyer The Buyers shall use its their commercially reasonable best efforts, and shall cause its Affiliates to use their respective reasonable best efforts, efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities federal, state, provincial, local and foreign regulatory bodies and officials, including the Commissioner of Competition, that may be, or become, necessary for its the execution and delivery of, performance of its the obligations pursuant to, and consummation of the transactions contemplated by, this Agreement and the Transaction Agreements (including Pharmacy Approvals)Documents by the Buyers, (ii) take all such actions as may be requested by any such Governmental Authority regulatory body or official to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and the Transaction AgreementsDocuments. Except as permitted by Article VIIISellers will cooperate with the reasonable requests of the Buyers in seeking promptly to obtain all such authorizations, none of Parentconsents, Seller orders and approvals. Neither the Sellers nor each of Fred’s and Buyer nor their respective Affiliates the Buyers shall take any action that they should be reasonably aware would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s The parties shall promptly make all filings and Buyer shall use its reasonable best effortsnotifications with, and shall cause its Affiliates to use their respective all reasonable best efforts, efforts to (i) promptly obtain all authorizations, consents, orders and approvals of of, all Governmental Authorities that may be, be or become, become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals), (ii) and shall take all such actions as may be requested by any such Governmental Authority Authorities to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry ofapprovals; provided, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceedinghowever, that would otherwise have in no event shall the effect Acquiror or any of preventing its Affiliates be required to agree to (i) the divestiture of any business or materially delaying the consummation of the transactions contemplated entity or (ii) any requirement imposed by the Transaction Agreements. Except as permitted by Article VIII, none of Parent, Seller nor each of Fred’s and Buyer nor their respective Affiliates shall take any action a Governmental Authority that would reasonably be expected to have a (A) Material Adverse Effect on the Transferred Companies, taken as a whole, or (B) material and adverse effect on the aggregate economic value and business benefits that would reasonably be expected to be obtained by the Acquiror and its Affiliates from the transactions contemplated by this Agreement. The parties will cooperate with the reasonable requests of delaying, impairing or impeding the receipt of any required each other in promptly seeking to obtain all such authorizations, consents, orders or approvalsand approvals (including by making available, upon reasonable notice, appropriate representatives of the Transferred Companies for participation in meetings with Governmental Authorities).

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s and Buyer The Acquiror shall use its reasonable best efforts, and shall cause its Affiliates to use their respective reasonable best efforts, efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals)Agreements, (ii) take all such actions as may be requested by any such Governmental Authority regulatory body or official to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. GE will cooperate with the Transaction Agreementsreasonable requests of the Acquiror in seeking promptly to obtain all such authorizations, consents, orders and approvals. Except as permitted by Article VIII, none of Parent, Seller Neither GE nor each of Fred’s and Buyer nor their respective Affiliates the Acquiror shall take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s and Buyer shall use its reasonable best effortsthe Parties shall, and each shall cause its Affiliates to use and each of its and their respective reasonable best efforts, to Representatives to: (i) promptly obtain all authorizations, consents, orders orders, approvals, declarations, certifications, listings or Permits from, and approvals of make all filings with, all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals)Agreements, (ii) subject to the terms of this Agreement, take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) subject to the terms of this Agreement, avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, Governmental Order or temporary restraining order or other order in any suit or proceeding, proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Each of the Transaction AgreementsParties will cooperate with the other in seeking promptly to obtain all such required authorizations, consents, orders and approvals. Except as permitted by Article VIIISubject to Section 6.04(f), no Party shall (and each shall ensure that none of Parent, Seller nor each of Fred’s and Buyer nor its Affiliates or its or their respective Affiliates shall Representatives shall) take any action that would reasonably be expected to have the effect of materially delaying, materially impairing or materially impeding the receipt of any required authorizations, consents, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s The Buyer and Buyer Seller shall each use its respective commercially reasonable best efforts, and shall cause its Affiliates to use their respective reasonable best efforts, efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals)this Agreement, (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. The Seller will cooperate with the Transaction Agreementsreasonable requests of the Buyer in seeking promptly to obtain all such authorizations, consents, orders and approvals. Except as permitted by Article VIII, none of Parent, Neither the Seller nor each of Fred’s and the Buyer nor their respective Affiliates shall take any action that they should be reasonably aware would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s The Acquiror and Buyer DSSC shall use its reasonable best efforts, (and shall cause its their applicable Affiliates to use their respective reasonable best efforts, to to) (i) promptly promptly, but, in the case of the filings and notifications set forth in Schedule 6.5(a), in no event later than ten (10) Business Days following the date hereof, make all filings and notifications with, and use their commercially reasonable efforts to, obtain all authorizations, consents, orders and approvals of of, all Governmental Authorities that may be, be or become, become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals)Agreements, (ii) take all such actions as may be requested by any such Governmental Authority cooperate with the reasonable requests of each other in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) avoid take all actions as may be reasonably requested by any such Governmental Authorities to obtain such authorizations, consents, orders and approvals; provided, however, that nothing in this Section 6.5(a) shall obligate the entry ofAcquiror or any of its Affiliates to take or refrain from taking, or effect the dissolution ofagree to take or refrain from taking, any decreeaction or suffer to exist any condition, orderlimitation, judgmentrestriction or requirement that, injunctionindividually or in the aggregate, temporary restraining order would result in, or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by the Transaction Agreements. Except as permitted by Article VIII, none of Parent, Seller nor each of Fred’s and Buyer nor their respective Affiliates shall take any action that would reasonably be expected to have the effect of delayingresult in, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.a Burdensome Condition. A “

Regulatory and Other Authorizations; Consents. (a) Each of Fred’s The parties shall promptly make all filings and Buyer shall use its reasonable best effortsnotifications with, and shall cause its Affiliates to use their respective reasonable best efforts, efforts to (i) promptly obtain all authorizations, consents, orders and approvals of of, all Governmental Authorities that may be, be or become, become necessary for its their respective execution and delivery of, and the performance of its their respective obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements (including Pharmacy Approvals), (ii) and shall take all such actions as may be requested by any such Governmental Authority Authorities to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry ofapprovals; provided, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceedinghowever, that would otherwise have in no event shall the effect Acquiror or any of preventing its Affiliates be required to agree to (i) the divestiture of any business or materially delaying the consummation of the transactions contemplated entity or (ii) any requirement imposed by the Transaction Agreements. Except as permitted by Article VIII, none of Parent, Seller nor each of Fred’s and Buyer nor their respective Affiliates shall take any action a Governmental Authority that would reasonably be expected to have a (A) Material Adverse Effect on the Company and the Insurance Subsidiaries, taken as a whole, or (B) material and adverse effect on the aggregate economic value and business benefits that would reasonably be expected to be obtained by the Acquiror and its Affiliates from the transactions contemplated by this Agreement. The parties will cooperate with the reasonable requests of delaying, impairing or impeding the receipt of any required each other in promptly seeking to obtain all such authorizations, consents, orders or approvalsand approvals (including by making available, upon reasonable notice, appropriate representatives of the Company and the Insurance Subsidiaries for participation in meetings with Governmental Authorities).