WITH THE RELEVANT TAX AUTHORITIES.
5.2 Efforts; Obtaining Consents.
5.2.1 OBLIGATIONS TO SEEK CONSENTS.
SUBJECT TO THE TERMS AND CONDITIONS HEREIN
PROVIDED, EACH PARTY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO TAKE OR
CAUSE TO BE TAKEN ALL ACTIONS AND TO DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY, PROPER OR ADVISABLE TO CONSUMMATE AND MAKE EFFECTIVE AS PROMPTLY AS
PRACTICABLE THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO COOPERATE WITH THE
OTHER IN CONNECTION WITH THE FOREGOING, INCLUDING USING ALL COMMERCIALLY
REASONABLE EFFORTS (A) TO SATISFY ANY APPLICABLE CONDITIONS AND TO OBTAIN ALL
NECESSARY WAIVERS, CONSENTS AND APPROVALS FROM OTHER PARTIES TO MATERIAL LOAN
AGREEMENTS, LEASES AND OTHER CONTRACTS WITH THIRD PARTIES, (B) TO OBTAIN ALL
CONSENTS, APPROVALS AND AUTHORIZATIONS THAT ARE REQUIRED TO BE OBTAINED UNDER
ANY NATIONAL, STATE, LOCAL OR FOREIGN LAW OR REGULATION, (C) TO LIFT OR RESCIND
ANY INJUNCTION OR RESTRAINING ORDER OR OTHER ORDER ADVERSELY AFFECTING THE
ABILITY OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, (D)
TO EFFECT ALL NECESSARY GOVERNMENTAL REGISTRATIONS AND FILINGS AND SUBMISSIONS
OF INFORMATION REQUESTED BY ANY GOVERNMENT AUTHORITY AND TO FULFIL ALL
CONDITIONS SET FORTH IN ARTICLES VII AND VIII OF THIS AGREEMENT. ALL NOTICES AND
APPLICATIONS TO, FILINGS WITH, AND OTHER CONTACTS WITH ANY GOVERNMENT AUTHORITY
(OTHER THAN THE COMPETITION AUTHORITY) RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE MADE BY ANY PARTY ONLY AFTER PRIOR CONSULTATION WITH AND
APPROVAL BY THE OTHER PARTY, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD
OR DELAYED. EACH PARTY FURTHER SHALL, WITH RESPECT TO ANY THREATENED OR PENDING
PRELIMINARY OR PERMANENT INJUNCTION OR OTHER ORDER, DECREE OR RULING OR STATUTE,
RULE, REGULATION OR EXECUTIVE ORDER THAT WOULD ADVERSELY AFFECT THE ABILITY OF
THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, USE ALL
REASONABLE EFFORTS TO PREVENT THE ENTRY, ENACTMENT OR PROMULGATION THEREOF, AS
THE CASE MAY BE.
NOTWITHSTANDING THE FOREGOING, (Y) THE PROVISIONS OF
SECTION 7.2 SHALL APPLY TO THE IMPOSITION OF CONDITIONS TO OBTAINING COMPETITION
AUTHORITY CLEARANCE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (Z)
SUBJECT TO SECTION 7.2, BUYER WILL NOT BE REQUIRED TO TAKE ANY ACTION WHICH
WOULD RESULT IN A MATERIALLY PREJUDICIAL EFFECT ON THE BUSINESS OF BUYER OR ANY
OF ITS AFFILIATES.
5.2.2 MATERIAL COMMUNICATIONS.
EACH PARTY SHALL PROMPTLY INFORM THE OTHER PARTY
OF ANY MATERIAL COMMUNICATION FROM ANY GOVERNMENT AUTHORITY REGARDING ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
IF EITHER PARTY OR ANY AFFILIATE THEREOF
RECEIVES A REQUEST FOR ADDITIONAL INFORMATION OR DOCUMENTARY MATERIAL FROM ANY
SUCH GOVERNMENT AUTHORITY WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY,
THEN SUCH PARTY WILL ENDEAVOR IN GOOD FAITH TO MAKE OR CAUSE TO BE MADE, AS SOON
AS REASONABLY PRACTICABLE AND AFTER CONSULTATION WITH THE OTHER PARTY, AN
APPROPRIATE RESPONSE IN COMPLIANCE WITH SUCH REQUEST.
THE PROVISIONS OF
SECTIONS 5.3 AND 7.2 RATHER THAN THIS SECTION 5.2.2 SHALL APPLY IN RESPECT OF
THE COMPETITION AUTHORITY.
10
5.3 Competition Authority Clearance.
5.3.1 COOPERATION WITH COMPETITION AUTHORITY.
THE PARTIES SHALL USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO CO-OPERATE WITH THE RELEVANT