Common use of to be satisfied Clause in Contracts

to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file all forms, registrations and notices required to be filed to consummate the Closing and take such actions as are necessary to obtain any requisite Consent, provided that neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or reimbursed by Purchaser) in order to obtain any Consent, (ii) defend all lawsuits and other proceedings by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Governmental Authority adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications required under the Laws of any non-U.S. jurisdiction, including the European Union or any nation thereof, as soon as practicable after the date hereof. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the Closing. Notwithstanding the foregoing, Purchaser and Seller shall not be required to take any commercially unreasonable action that substantially impairs the overall benefits realized from the consummation of the transactions set forth herein, and in no event shall Purchaser be required to (i) sell, hold separate or otherwise dispose of the Assets or Purchaser’s or its Affiliate’s other assets or businesses now owned or hereafter acquired by Purchaser to resolve any objection or proceeding objecting to the transactions contemplated hereunder or (ii) terminate any existing relationships and contractual rights and obligations.

to be satisfied. Without limiting the foregoing, Seller upon the terms and Purchaser subject to the conditions of this Agreement, (a) the Company shall give or cause to be given any notices to third parties required to be given pursuant to any Material Contract or Real Property Lease to which it is a party as a result of this Agreement or any of the transactions contemplated hereby, and (b) the parties will (i) prepare take all commercially reasonable steps necessary or desirable, and file proceed diligently and in good faith and use all formscommercially reasonable efforts, registrations as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Entities or any other Person required to be filed to consummate the Closing transactions contemplated hereby and take such actions as are necessary to obtain any requisite Consent, provided that neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or reimbursed by Purchaser) in order to obtain any Consentthe Ancillary Agreements, (ii) defend all lawsuits provide such other information and communications to such Governmental Entities or other proceedings by Persons as such Governmental Entities or before any Governmental Authority challenging this Agreement or the consummation of the Closing other Persons may reasonably request, and (iii) cause cooperate with each other as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to be lifted or rescinded any injunction, decree, ruling, order Governmental Entities or other action of any Governmental Authority adversely affecting the ability of the parties Persons required to consummate the Closing. In furtherance of transactions contemplated hereby and not in limitation of by the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications required under the Laws of any non-U.S. jurisdiction, including the European Union or any nation thereof, as soon as practicable after the date hereofAncillary Agreements. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent permission, approval or consent from any Governmental Authority Entity or other Person required to be obtained prior to the Closing. Notwithstanding Nothing contained in this Agreement shall require the foregoingCompany or the Seller to pay any consideration other than nominal filing and application fees to Governmental Entities or other Persons from whom any such approvals, Purchaser and authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requested, or take or fail to take any actions that would result in a material adverse change in the benefits to any such Person of this Agreement, or the other transactions contemplated hereby. In the event that the Company shall fail to obtain any third party consent, waiver or approval described in this Section 8.1, Seller shall not use its commercially reasonable efforts, and shall take any such actions reasonably requested by Buyer, to minimize any adverse effect upon Buyer, its Subsidiaries, or the Company and their respective businesses relating (or which could reasonably be expected to result after the Closing Date) from the failure to obtain such consent, waiver or approval, provided that no party hereto shall be required to take make payments to any commercially unreasonable action that substantially impairs the overall benefits realized from the consummation of the transactions set forth hereinthird parties to induce their consent, and in no event shall Purchaser be required to (i) sell, hold separate waiver or otherwise dispose of the Assets or Purchaser’s or its Affiliate’s other assets or businesses now owned or hereafter acquired by Purchaser to resolve any objection or proceeding objecting to the transactions contemplated hereunder or (ii) terminate any existing relationships and contractual rights and obligationsapproval.