Common use of Commercially Reasonable Efforts; Notification Clause in Contracts

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the Mergers, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii)); and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, (i) each of the parties shall: (i) shall use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time Times with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time Times from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions Governmental Entities and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) JP and PDC LP shall use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMergers and the other transactions contemplated hereby, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))GGP and GGP Partnership; and (iii) each of the parties shall use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time Times any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, hereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the Mergers, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))parties; and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii)); and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement, including the Pre-Merger Transactions, the Merger and the Post-Merger Contribution Transactions. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))parties; and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties Company and Camden shall: (ia) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all commercially reasonable efforts to cooperate with one another in (Ai) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, by such agreements and (Bii) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; authorizations (iic) use all commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory form to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))Company and Camden; and (iiid) use all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purpose of this Agreement, each party the proper officers and directors of the Company and Camden shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties Capital and Trust shall: (ia) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all commercially reasonable efforts to cooperate with one another in (Ai) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, by such agreements and (Bii) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; authorizations (iic) use all commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory form to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))Capital and Trust; and (iiid) use all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purpose of this Agreement, each party the proper officers and directors of Capital and Trust shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties Company and Camden shall: (ia) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all commercially reasonable efforts to cooperate with one another in (Ai) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, by such agreements and (Bii) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; authorizations (iic) use all commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory form to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))Company and Camden; and (iiid) use all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purpose of this Agreement, each party the proper officers and directors of the Company and Camden shall use all commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of Vornado and the parties General Partners shall: (i) use all commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time Closing with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time Closing from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions Governmental Entities and any third parties in connection with the execution and delivery of this Agreement, Agreement and the consummation of the Transaction and the other transactions contemplated hereby, including, without limitation, any filing under the HSR Act, hereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersTransaction, such consents to be in form reasonably satisfactory to each of Vornado and the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))General Partners; and (iii) use all commercially reasonable efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this AgreementTransaction. If at any time after the Effective Time Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, each party the proper officers and trustees of the Company, and, where appropriate, the General Partners, shall take all such necessary or desirable action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties CIM and Trust shall: (i) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Transactions as required pursuant to Section 8.4 below; (ii) use all commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities Governmental Entity of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; authorizations (iiiii) use all commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties pursuant to Section 9.2(d) or 9.3(i) to effectuate the MergersTransactions, such consents to be in form reasonably satisfactory form to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))CIM and Trust; and (iiiiv) use all commercially reasonable efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary actionTransactions.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the REIT Merger Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the REIT Merger Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions Mergers and the Other Transactions contemplated hereby, including, without limitation, any filing under required to consummate the HSR Actprivate placement contemplated by Section 5.9, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations, and (C) causing CWS OP and each CWS Subsidiary to have in effect for its taxable year including the Mergers an election under Section 754 of the Code; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMergers and the Other Transactions, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))parties; and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this AgreementMergers and the Other Transactions. If at any time after the REIT Merger Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties ACT and ICH shall: (i) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (ii) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (iiiii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory form to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))ACT and ICH; and (iiiiv) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purpose of this Agreement, each party the proper officers and directors or trust managers, as the case may be, of ACT and ICH shall use commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties ACT and ICH shall: (i) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (ii) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, by such agreements and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (iiiii) use 41 50 commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory form to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))ACT and ICH; and (iiiiv) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If If, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purpose of this Agreement, each party the proper officers and directors or trust managers, as the case may be, of ACT and ICH shall use commercially reasonable efforts to take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties shall: (i) use commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, without limitation, any filing under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the Mergers, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))parties; and (iii) use commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement, each party shall take all such necessary action.

Commercially Reasonable Efforts; Notification. (a) Subject to the terms and conditions herein provided, each of the parties Vornado and SCR shall: (i) use all commercially reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions Governmental Entities and any third parties in connection with the execution and delivery of this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated hereby, including, without limitation, any filing under the HSR Act, hereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all commercially reasonable efforts (other than the payment of money which is not contractually required to be paid) to obtain in writing any consents required from third parties to effectuate the MergersMerger, such consents to be in form reasonably satisfactory to each of the parties (including, without limitation, taking the actions contemplated under Schedule 5.3(a)(ii))Vornado and SCR; and (iii) use all commercially reasonable efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this AgreementMerger. If at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purpose of this Agreement, each party the proper officers and trustees of Vornado, and, where appropriate, the proper representatives of SCR, shall take all such necessary or desirable action.