Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. (a) Subject to the terms and conditions provided in this Agreement, as promptly as practicable, Sellers and Buyer shall (i) promptly, but in no event later than December 10, 2003, make all filings and submissions under the HSR Act (including but not limited to a request for early termination of the applicable waiting period), (ii) promptly file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment in connection with the transactions contemplated by this Agreement, (iii) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other in (x) determining which filings are required to be made prior to the Closing Date with, and which material consents, approvals, permits or authorizations are required to be obtained prior to the Closing Date from, any Governmental Authority or third party in connection with the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and (y) timely making all such filings and timely seeking all such material consents, approvals, permits or authorizations, and (iv) 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 reasonably necessary or appropriate with respect to any Governmental Authority or third parties to consummate the Contemplated Transactions, as soon as practicable. In connection with the foregoing, Sellers will promptly provide to Buyer, and Buyer will promptly provide to Sellers, copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to all filings and submissions required under this Agreement.

Filings; Other Action. (a) Subject to the terms and conditions provided in this Agreementherein --------------------- provided, as promptly as practicable, Sellers RMSI and Buyer shall Xxxxxxx shall: (i) promptly, but in no event later than December 10, 2003, make all filings and submissions under the HSR Act (including but not limited to a request for early termination of the applicable waiting period), (ii) promptly file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment in connection with the transactions contemplated by this Agreement, (iiia) use all commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other one another in (xi) determining which filings are required to be made prior to the Closing Date Effective Time with, and which material consents, approvals, permits or authorizations are required to be obtained prior to the Closing Date Effective Time from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions and any Governmental Authority or third party parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the Contemplated Transactions transactions contemplated by such agreements and (yii) timely making all such filings and timely seeking all such material consents, approvals, permits or authorizations, and ; (ivb) use all commercially reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each --------------- of RMSI and Xxxxxxx; and (c) use all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things reasonably necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement, and the other Ancillary Agreements. If, at any time after the Effective Time, any further action is necessary or appropriate desirable to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers and directors of Xxxxxxx and RMSI shall take all such necessary action. Xxxxxxx and RMSI shall cooperate with respect to any Governmental Authority or third all reasonable requests of the other parties to consummate the Contemplated Transactions, as soon as practicable. In hereto and their counsel in connection with the foregoing, Sellers will promptly provide to Buyer, and Buyer will promptly provide to Sellers, copies consummation of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to all filings and submissions required under this Agreementtransactions contemplated hereby.

Filings; Other Action. (a) Subject to the terms and conditions provided in this Agreementherein provided, as promptly as practicable, the Sellers and Buyer the Purchaser shall (ia) promptly, but in no event later than December 10, 2003, promptly make all filings and submissions under the HSR Act (including but not limited to a request for early termination of the applicable waiting period)Act, (ii) promptly file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment in connection with the transactions contemplated by this Agreement, (iiib) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other in (xi) determining which filings are required to be made prior to the Closing Date with, and which material consents, approvals, permits permits, or authorizations are required to be obtained prior to the Closing Date from, any Governmental Authority governmental or third party regulatory authorities of the United States and the several states or the District of Columbia, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Contemplated Transactions Transactions, and (yii) timely making all such filings and timely seeking all such material consents, approvals, permits permits, or authorizations, and (ivc) 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 reasonably necessary or appropriate with respect to any Governmental Authority or third parties to consummate the Contemplated Transactions, as soon as practicable. In connection with the foregoing, the Sellers will promptly provide to Buyerthe Purchaser, and Buyer the Purchaser will promptly provide to the Sellers, with copies of all correspondence, filings filings, or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority governmental agency or authority or members of its stafftheir respective staffs, on the other hand, with respect to all filings and submissions required under this Agreementhereunder. The parties acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers, or similar third party actions that are material to the consummation of the Contemplated Transactions, and each party agrees to take all commercially reasonable actions as are necessary, to complete such notifications and obtain such clearances, approvals, waivers, or third party actions, except if such consequence, event, or occurrence would have a Purchaser Material Adverse Effect or a Seller Material Adverse Effect, as the case may be.

Filings; Other Action. (a) Subject to the terms and conditions provided in this Agreementhereof, as promptly as practicable, Sellers Seller and Buyer Purchaser shall (i) promptly, but in no event later than December 10, 2003, make all filings and submissions under the HSR Act (including but not limited to a request for early termination of the applicable waiting period), (ii) promptly file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment in connection with the transactions contemplated by this Agreement, (iiia) use all commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other in (xi) determining which filings are required to be made prior to the Closing Date with, and which material consents, approvals, permits permits, or authorizations are required to be obtained prior to the Closing Date from, any Governmental Authority governmental or third party regulatory authorities of the United States and the several states or the District of Columbia and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Contemplated Transactions Proposed Transaction and (yii) timely making all such filings and timely seeking all such material consents, approvals, permits permits, or authorizations, and (ivb) use using all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things reasonably necessary or appropriate with respect to any Governmental Authority or third parties to consummate the Contemplated Transactions, transactions contemplated hereby as soon as practicable. In connection with the foregoing, Sellers Seller will promptly provide to BuyerPurchaser, and Buyer Purchaser will promptly provide to SellersSeller, copies of all correspondence, filings filings, or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of its staffgovernmental bodies, on the other hand, with respect to this Agreement and the transactions contemplated hereby. The parties acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers, or similar third party actions that are material to the consummation of the transactions contemplated hereby, and each party agrees to take all filings commercially reasonable actions as are necessary, to complete such notifications and submissions required under this Agreementobtain such clearances, approvals, waivers, or third party actions.

Filings; Other Action. (a) Subject to the terms and conditions provided in this Agreementherein provided, as promptly as practicablepracticable after the date hereof, Sellers IWL, the Company and Buyer the Partnership shall (i) promptly, but in no event later than December 10, 2003, make all filings and submissions under the HSR Act (including but not limited to a request for early termination of the applicable waiting period), (ii) promptly file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment in connection with the transactions contemplated by this Agreement, (iiia) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other in (xi) determining which filings are required to be made prior to the Closing Date with, and which material consents, approvals, permits permits, or authorizations are required to be obtained prior to the Closing Date from, any Governmental Authority governmental or third party regulatory authorities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and (yii) timely making all such filings and timely seeking all such material consents, approvals, permits permits, or authorizations, including without limitation all applicable state regulatory approvals, and (ivb) 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 reasonably necessary or appropriate with respect to any Governmental Authority or third parties to consummate the Contemplated Transactionstransactions contemplated by this Agreement, as soon as practicable. In connection with the foregoing, Sellers will promptly provide to Buyer, and Buyer will promptly provide to Sellers, copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, The parties acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers, or similar third party actions that are material to the consummation of the transactions contemplated hereby, and each party agrees to take all filings commercially reasonable actions as are necessary to complete such notifications and submissions required under this Agreementobtain such clearances, approvals, waivers, or third party actions except where such consequence, event, or occurrence would not have a Material Adverse Effect on IWL, the Company or the Partnership, as the case may be.

Filings; Other Action. (a) Subject to the terms and conditions provided in this Agreementherein provided, as promptly as practicable, Sellers Seller and Buyer the Purchaser shall (i) promptly, but in no event later than December 10, 2003, make all filings and submissions under the HSR Act (including but not limited to a request for early termination of the applicable waiting period), (ii) promptly file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment in connection with the transactions contemplated by this Agreement, (iiia) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other in (xi) determining which filings are required to be made prior to the Closing Date with, and which material consents, approvals, permits permits, or authorizations are required to be obtained prior to transfer the Closing Date Assets from, any Governmental Authority Authorities of the United States and the several states or third party the District of Columbia, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Contemplated Transactions Transactions, and (yii) timely making all such filings and timely seeking all such material consents, approvals, permits permits, or authorizations, and (ivb) 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 reasonably necessary or appropriate with respect to any Governmental Authority or third parties to consummate the Contemplated Transactions, as soon as practicable. In connection with the foregoing, Sellers Seller will promptly provide to Buyerthe Purchaser, and Buyer the Purchaser will promptly provide to SellersSeller, with copies of all correspondence, filings filings, or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority or members of its stafftheir respective staffs, on the other hand, with respect to all filings and submissions required hereunder. The Parties hereto acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers, or similar third-party actions that are material to the consummation of the Contemplated Transactions, and each party agrees to take commercially reasonable actions to complete such notifications and obtain such clearances, approvals, waivers, or third-party actions; provided, however, that nothing in this Agreement (including, but not limited to, this Section 5.3 and Section 6.1) shall require any party to take any action or accept or comply with any condition that could reasonably be expected to result in a Material Adverse Effect or require the Purchaser to dispose of any of its assets; provided, further, that Seller will take any such action if the Purchaser has (i) so requested in writing and (ii) waived any claim, right and condition the Purchaser would otherwise be entitled to under this Agreement in connection therewith. Notwithstanding any of the foregoing, the Parties hereby agree that the Purchaser shall be solely responsible for obtaining any and all of the Regulatory Approvals. The Purchaser and Seller agree that, except as otherwise expressly contemplated by this Agreement, it will not take any action that would reasonably be expected to materially adversely affect or materially delay the Closing or the ability of any of the Parties to satisfy any of the conditions to the Closing or to consummate the Contemplated Transactions.

Filings; Other Action. (a) Subject to the terms and conditions provided in this Agreementherein provided, as promptly as practicable, Sellers the Company, Parent and Buyer shall Sub shall: (i) promptly, but in no event later than December 10, 2003, promptly make all filings and submissions under the HSR Act (including but not limited as may be required to a request for early termination of be made in connection with this Agreement and the applicable waiting period)transactions contemplated hereby, (ii) promptly file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment in connection with the transactions contemplated by this Agreement, (iii) use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other in (xA) determining which filings are required to be made prior to the Closing Date Effective Time with, and which material consents, approvals, permits or authorizations are required to be obtained prior to the Closing Date from, Effective Time from any Governmental Authority or third party Person in connection with the execution and delivery of this Agreement and the consummation of the Contemplated Transactions transactions contemplated hereby and (yB) timely making all such filings and timely seeking all such material consents, approvals, permits or authorizations, and (iviii) 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 reasonably necessary or appropriate with respect to any Governmental Authority or third parties to consummate the Contemplated Transactions, as soon as practicabletransactions contemplated by this Agreement. In connection with the foregoing, Sellers the Company will promptly provide to BuyerParent, and Buyer Parent and Sub will promptly provide to Sellersthe Company, with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Authority Person or members of its respective staff, on the other hand, with respect to all filings this Agreement and submissions required under this Agreementthe transactions contemplated hereby. Each of Parent, Sub and the Company acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers or similar third party actions which are material to the consummation of the transactions contemplated hereby, and each of Parent, Sub and the Company agree to take such action as is necessary to complete such notifications and obtain such clearances, approvals, waivers or third party actions.