Common use of Required Actions Clause in Contracts

Required Actions. (a) Subject to the terms hereof, Parent and the Company shall (and shall cause their respective Affiliates to) each use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective the Transactions as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Affiliates in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity that would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall (and shall cause their respective Affiliates to) cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall (and shall cause their respective Affiliates to) use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions.

Required Actions. (a) Subject to the terms hereof, including Section 6.03(c), Parent and the Company shall (and shall cause their respective Affiliates to) each use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Affiliates Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity that would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall (and shall cause their respective Affiliates to) cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall (and shall cause their respective Affiliates to) use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactionstransactions contemplated hereby.

Required Actions. (a) Subject to the terms hereof, Parent including Section 6.03(c), Stanley and the Company Black & Decker shall (and shall cause their respective Affiliates to) each use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Stanley or the Company Black & Decker or any of their respective Affiliates Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) defend any lawsuits or other Actionslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity that would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Lawslaws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent Stanley and the Company Black & Decker shall (and shall cause their respective Affiliates to) cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith accepting all reasonable additions, deletions or changes suggested in connection therewith. Parent Stanley and the Company Black & Decker shall (and shall cause their respective Affiliates to) use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactionstransactions contemplated by this Agreement.

Required Actions. (a) Subject to the terms hereofSeller and Purchaser will, Parent and the Company shall (and shall will cause their respective Affiliates to) , cooperate with each other and use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to (i) takenegotiate, or cause to be taken, all appropriate actions, prepare and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective the Transactions file as promptly as practicablepracticable all necessary applications, (ii) as promptly as practicablenotices, obtain from any Governmental Entity petitions, and filings, and execute all agreements and documents, to the extent required by Law or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Affiliates Order in connection with the authorizationexecution, execution delivery and delivery performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby (including the Required Regulatory Approvals) and (ii) obtain the consents, (iii) defend any lawsuits approvals, and authorizations of all Governmental Entities to the extent required by Law or other ActionsOrder in connection with the execution, whether judicial or administrative, challenging delivery and performance of this Agreement or and the consummation of the Transactions, transactions contemplated by this Agreement (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity that would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, vacated or reversed, (iv) as promptly as practicable, make all necessary filingsRequired Regulatory Approvals). Each Party will, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall (and shall will cause their respective its Affiliates to) , consult and cooperate with each the other Party as to the appropriate time of all such filings and notifications, furnish to the other Party such necessary information and reasonable assistance in connection with the making preparation of all such filings, including providing copies and respond promptly to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable Law, each of Seller and Purchaser will have the right to review in advance all such documents characterizations of the information relating to it or to the non-transactions contemplated by this Agreement which appear in any filing party and made by the other Party or any of its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall (and shall cause their respective Affiliates to) use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactionstransactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event by June 4, 2018.

Required Actions. (a) Subject to the terms hereofof this Agreement, Parent including Section 6.03(c), R&M and the Company T-3 each shall (and shall cause their respective Affiliates to) each use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to to: (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable reasonable to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent R&M or the Company T-3 or any of their respective Affiliates Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) defend any lawsuits or other Actionslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity that would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement Agreement, the Merger and the Second Merger (if required pursuant to Section 1.05) required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent R&M and the Company T-3 shall (and shall cause their respective Affiliates to) cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith accepting all reasonable additions, deletions or changes suggested in connection therewith. Parent R&M and the Company T-3 shall (and shall cause their respective Affiliates to) use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactionstransactions contemplated by this Agreement.

Required Actions. (a) Subject Upon the terms and subject to the terms hereofconditions and limitations set forth in this Agreement (including those set forth in Section 7.08(c)), Parent and the Company shall (and shall cause their respective Affiliates to) each Party agrees to use its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other party Party in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions effective, as promptly as practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-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 or proceeding by, any Governmental Authority, (ii) as promptly as practicablethe obtaining of all necessary consents, obtain from approvals or waivers of any Governmental Entity Authority, (iii) obtain all necessary third party consents, including the release of all security interests in the Transferred Assets and applicable UCC-3 termination statements, (iv) seeking from the Port Authority, for delivery at or prior to the Initial Closing Date, each of those items set forth on Schedule 7.08(a)(iv), (v) seeking from the Port Authority the preferred form of [*] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Assignment and Assumption Agreement (or the preferred form of any other third party any Consents required agreement or instrument that may include terms and conditions that are closing conditions pursuant to be obtained Section 8.02(e)(ii)) as chosen by the Party that is assuming the applicable Port Authority Document or made by Parent or has the Company or any benefit of their respective Affiliates in connection with the authorizationapplicable closing condition, and (vi) the execution and delivery of this Agreement and the consummation of the Transactions, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity that would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that nothing in the foregoing or this Agreement shall require the Parties to (w) seek amendment or waiver of any financing or bank agreement, (x) bring any action against its agent, lenders or bond holders, (y) pay any fees to such agent, lenders or bond holders in connection herewith (other than any payments that may be required by the current terms of any financing or bank agreement with respect to a sale of assets required by Section 7.08(c)) or (z) except as expressly set forth in Section 7.08(c) sell, lease, hold separate or otherwise dispose of any Slots, facilities or any other assets of the Parties. Parent Notwithstanding any other provision of this Agreement to the contrary, the Parties agree that (A) each Party shall (1) file the Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the Company shall United States Department of Justice no later than two (2) Business Days after the execution of this Agreement, (2) with respect to any “second request” for information issued by the United States Department of Justice pursuant to the HSR Act, certify such Party’s substantial compliance with such request no later than sixty (60) days after the date of such request, (3) execute and shall cause their respective Affiliates to) cooperate with each other in connection file with the making DC Circuit Court of all such filingsAppeals a voluntary dismissal in the pending matter captioned, including providing copies “Delta Air Lines, Inc. and US Airways, Inc. vs. FAA and US Department of all such documents to Transportation, Case No. 1153 pending with the non-filing party DC Circuit Court of Appeals no later than two (2) Business Days after the execution of this Agreement, and its advisors prior to filing and(4) file with the FAA no later than (2) Business Days after the date of this Agreement a waiver request seeking the issuance of the FAA/DOT Order (as defined herein), if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and (B) the Company shall (and shall cause their respective Affiliates to) use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made obligations of a Party pursuant to any applicable Law this Agreement to take the actions set forth in connection with the Transactionsforegoing clauses (1) through (4) shall be deemed satisfied if such Party takes such actions within the respective time periods set forth in clauses (1) through (4).

Required Actions. (a) Subject to the terms hereofSeller and Purchaser will, Parent and the Company shall (and shall will cause their respective Affiliates to) , cooperate with each other and use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to (i) takenegotiate, or cause to be taken, all appropriate actions, prepare and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective the Transactions file as promptly as practicablepracticable all necessary applications, (ii) as promptly as practicablenotices, obtain from any Governmental Entity petitions, and filings, and execute all agreements and documents, to the extent required by Law or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Affiliates Order in connection with the authorizationexecution, execution delivery and delivery performance of this Agreement and the consummation of the Transactionstransactions contemplated hereby (including the Required Regulatory Approvals) and (ii) obtain the consents, (iii) defend any lawsuits approvals, and authorizations of all Governmental Entities to the extent required by Law or other ActionsOrder in connection with the execution, whether judicial or administrative, challenging delivery and performance of this Agreement or and the consummation of the Transactions, transactions contemplated by this Agreement (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity that would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, vacated or reversed, (iv) as promptly as practicable, make all necessary filingsRequired Regulatory Approvals). Each Party will, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall (and shall will cause their respective its Affiliates to) , consult and cooperate with each the other Party as to the appropriate time of all such filings and notifications, furnish to the other Party such necessary information and reasonable assistance in connection with the making preparation of all such filings, including providing copies and respond promptly to any requests for additional information made in connection therewith by any Governmental Entity. To the extent permitted under applicable Law, each of Seller and Purchaser will have the right to review in advance all such documents characterizations of the information relating to it or to the non-transactions contemplated by this Agreement which appear in any filing party and made by the other Party or any of its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall (and shall cause their respective Affiliates to) use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactionstransactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of Seller and Purchaser will make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby - 37 - with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as promptly as practicable and in any event by June 4, 2018.

Required Actions. (a) Subject to the terms hereofof this Agreement, Parent Acquiror and the Company each shall (and shall cause their respective Affiliates to) each use reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to to: (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable reasonable to consummate and make effective the Transactions transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents consents, licenses, Permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent Acquiror or the Company or any of their respective Affiliates Subsidiary in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, (iii) defend any lawsuits or other Actionslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity that would prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and or the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent Acquiror and the Company shall (and shall cause their respective Affiliates to) cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith accepting all reasonable additions, deletions or changes suggested in connection therewith. Parent Acquiror and the Company shall (and shall cause their respective Affiliates to) use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactionstransactions contemplated by this Agreement.