Common use of Taking of Necessary Action Clause in Contracts

Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and the Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the Purchaser or its auditors relating to the actual holdings of the Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure that the Purchased Units are validly and effectively issued to the Purchaser and that the Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement.

Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and the each Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the a Purchaser or its auditors relating to the actual holdings of the such Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the each Purchaser to ensure that the Purchased Units are validly and effectively issued to the such Purchaser and that the such Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE ETE Purchase Agreement.

Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and the each Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents Consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents; provided, however, and notwithstanding anything to the contrary, that no Purchaser is under any obligation by reason of this Section 5.1 to make, seek or receive any filings, notifications, consents, determinations, authorizations, permits, approvals, licenses or the like with or provide any documentation or information to any regulatory or self-regulatory body having jurisdiction over the Partnership or Purchaser other than information that is already included in this Agreement or is otherwise in the public domain other than as may be requested by the Commission or pursuant to any applicable securities or “Blue Sky” laws of the United States. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the a Purchaser or its auditors relating to the actual holdings of the such Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the each Purchaser to ensure that the Purchased Units are validly and effectively issued to the such Purchaser and that the such Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement.

Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and the each Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents Consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the a Purchaser or its auditors relating to the actual holdings of the such Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the each Purchaser to ensure that the Purchased Units are validly and effectively issued to the such Purchaser and that the such Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement.

Taking of Necessary Action. (a) Each of the parties hereto shall agrees to use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting , including all actions which are necessary to cause the foregoingconditions in Article VIII to be fulfilled. (b) The Sellers shall, at their sole cost and expense: (i) as soon as practicable after the Effective Date, file or cause to be filed all such applications, notices, registrations and requests as may be required or advisable to be filed by it with any party with whom the Partnership, the Partnership Company or any Related Company is in contract privity, including all applications for Agency and Investor and other Third Party consents, and with any Governmental Authorities, in connection with the Purchaser shall transactions contemplated hereby, (ii) furnish Purchasers with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared by or on behalf of the Sellers, the Partnership, the Company or any Related Company for submission to any Governmental Authorities or (B) received by or on behalf of the Sellers, the Partnership, the Company or any Related Company from any Governmental Authority, in each case in connection with the transactions contemplated hereby, and (iii) use its commercially reasonable efforts to make consult with and keep Purchasers informed as to the status of such matters. (c) Purchasers shall use commercially reasonable efforts to cooperate with the Sellers in the preparation and filing of all filings applications, notices, registrations and obtain all consents of responses to requests for additional information from Governmental Authorities that may be necessary or, and any parties whose Third Party Consent the Sellers seek in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of connection with the transactions contemplated by the Operative Documents. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the Purchaser or its auditors relating to the actual holdings of the Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure that the Purchased Units are validly and effectively issued to the Purchaser and that the Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution this Agreement, including entering into providing such information as the Revolving Credit Facility AmendmentSellers may reasonably request for inclusion in such applications, notices, registrations and responses. The Partnership Sellers and Purchasers shall use its commercially reasonable best efforts each pay one-half the cost of any HSR filing. Purchasers shall have the right to take, or cause review and to approve all forms of consents to be taken, used by the Sellers to obtain all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable Investor consents necessary to consummate the transactions contemplated by the PIPE Purchase this Agreement. (d) The Purchasers and the Sellers will each make as promptly as practicable the filing, if any, they are required to make under HSR with regard to the transactions which are the subject of this Agreement and each of them will use commercially reasonable efforts (including providing information to the Federal Trade Commission or the Department of Justice) to cause the waiting periods under HSR to be terminated or to expire as promptly as practicable. The Purchasers and Sellers will each provide information and cooperate in all other respects to assist the other of them in making its filing under HSR if one is required. (e) The Sellers agree to cause, no later than the Closing Date: (i) the asset shown as "Due From Parent" on the Partnership Financial Statements to be transferred out of the Partnership; (ii) the liability shown as "Due to C-Bass" on the Partnership Financial Statements to be transferred out of the Partnership or fully discharged; (iii) $1,100,000 of cash to be transferred into an account of the Partnership to fund a portion of the line item shown as "Other Liabilities" on the Partnership Financial Statements; (iv) all unfunded liabilities of the Partnership incurred between June 30, 2000 and the Closing Date to be fully funded; and (v) all amounts borrowed by EFS from the Partnership between June 30, 2000 and the Closing Date to be fully repaid.

Taking of Necessary Action. Each of the parties hereto shall (a) Both Seller and Buyer will cooperate and use its their respective commercially reasonable efforts promptly to take or cause prepare all documentation, to be taken effect all action filings and promptly to do or cause to be done obtain all things necessarypermits, proper or advisable under applicable Law consents, approvals and regulations authorizations of all third parties and Governmental Authorities necessary to consummate and make effective the transactions contemplated by this Agreement. Without limiting Each of Seller and Buyer will have the foregoingright to review in advance, and to the Partnership and the Purchaser shall extent practicable each use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of will consult with the other partieswith respect to, as the case may be, advisable for the consummation of all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by the Operative Documents. The Partnership shall promptly and accurately respondthis Agreement, and shall use its commercially reasonable efforts in each case subject to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the Purchaser or its auditors Applicable Laws relating to the actual holdings exchange of information. In exercising the foregoing right, each of the Purchaser parties hereto agrees to act reasonably and as promptly as practicable. Each of Buyer and Seller commits to submit all required applications or its accounts; provided, that notices to the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation appropriate Governmental Authorities within 15 Business Days of the Partnershipdate of this Agreement. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure Each party hereto agrees that the Purchased Units are validly and effectively issued to the Purchaser and that the Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the PIPE Purchase Agreementother party appraised of the status of material matters relating to completion of the transactions contemplated hereby. To the extent necessary, Buyer and Seller shall cause their respective Affiliates to take any action necessary in connection with the foregoing. (b) On or prior to Closing, Seller shall use commercially reasonable efforts to cause substantially all of its mortgage brokers to consent to an assignment of their existing broker agreements with Seller to Buyer and to execute any document necessary to effectuate such assignment including an addendum to the existing mortgage broker agreement between such broker and Seller.

Taking of Necessary Action. (a) Each of the parties Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under this Agreement and applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoingThe Company shall, the Partnership subject to obtaining any required consents and the Purchaser shall each approvals, use its commercially reasonable efforts to consummate the Public Equity Offerings as promptly as reasonably practicable following the date of this Agreement. (b) Without limiting the generality of this Section 5.1, if so required, the Company and the applicable Investor shall, and shall cause their respective Subsidiaries and Affiliates to, within two Business Days after the date hereof, make all filings any filing with the FTC and obtain all consents the DOJ required under the HSR Act with respect to such Investor’s Investment. The Company and the applicable Investor shall, and shall cause their respective Subsidiaries and Affiliates to, furnish to each other such information and assistance as such other Party may reasonably request in connection with its preparation of any such filing or notice that is necessary under the HSR Act or other antitrust Laws or that is otherwise requested by the FTC, DOJ or other Governmental Authorities that may Authority in the course of any review of such Investor’s Investment. (c) Notwithstanding anything to the contrary in this Agreement, the Company shall not be necessary orrequired to (i) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, prohibition or limitation on the ownership or operation by it or any of its Affiliates of, or other arrangement regarding, any portion of the business, properties or assets of the Company or any of its Affiliates or (ii) initiate or participate in any Proceedings, whether judicial or administrative, in the reasonable opinion of the other parties, as the case may be, advisable for order to oppose or defend against any action by any Governmental Authority to prevent or enjoin the consummation of the transactions contemplated applicable Investment, or take any action to overturn any regulatory action by the Operative Documents. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts any Governmental Authority to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the Purchaser or its auditors relating to the actual holdings prohibit consummation of the Purchaser applicable Investment, including defending any Proceeding brought by any Governmental Authority seeking the entry or its accounts; providedaffirmation of any injunction, order or decree that the Partnership shall would cause any condition set forth in Section 2.3, 2.4 or 2.5 not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure that the Purchased Units are validly and effectively issued to the Purchaser and that the Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreementsatisfied.

Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions between the Company and the Purchaser contemplated by this Agreement. Without limiting the foregoing, each of the Partnership Company and the Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documentsthis Agreement. The Partnership Purchaser agrees that its trading activities, if any, with respect to Company’s securities will be in compliance with all applicable state and federal securities laws and rules. The Company shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the Purchaser or its auditors relating to the actual holdings of the Purchaser or its accounts; providedprovided that, that the Partnership Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law law or conflict with the PartnershipCompany’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the PartnershipCompany. The Partnership Company shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure that the Purchased Units Shares and the Exchange Shares are validly and effectively issued to the Purchaser and that the Purchaser’s ownership of the Purchased Units Shares and Exchange Shares following the Closing is accurately reflected on the appropriate books and records of the PartnershipCompany’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement.

Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and the each Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents Consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the a Purchaser or its auditors relating to the actual holdings of the such Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the each Purchaser to ensure that the Purchased Units are validly and effectively issued to the such Purchaser and that the such Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement.

Taking of Necessary Action. (a) Each of the parties party hereto shall agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, subject to the terms and conditions hereof and of the Merger Agreement. (b) As promptly as practicable after the Initial Closing, the Trust shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Trust's shareholders will be asked to approve, in accordance with the rules of the NYSE and any applicable laws, the issuance of Trust Common Shares contemplated under this Agreement and the Merger Agreement. Without limiting The Proxy Statement as initially filed with the foregoingSEC, the Partnership and the Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that as it may be necessary oramended and refiled with the SEC and as mailed to the Trust's shareholders, shall be in the reasonable opinion form and substance reasonably satisfactory to Buyer. The Trust shall respond to any comments of the other partiesSEC, as and cause the case may be, advisable for Proxy Statement to be mailed to the consummation Trust's shareholders and shall cause any meeting of the transactions contemplated by Board of Managers or the Operative Documents. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts Trust's shareholders required to cause its transfer agent be held to respond, to reasonable requests for information (which is otherwise not publicly available) made by approve the Purchaser or its auditors relating to the actual holdings of the Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure that the Purchased Units are validly and effectively issued to the Purchaser and that the Purchaser’s ownership issuance of the Purchased Units following Shares at the Closing is accurately reflected on earliest practicable time. As promptly as practicable after the appropriate books date hereof, the Trust shall prepare and records of file any other filings required under the Partnership’s transfer agent. The Partnership shall use its commercially reasonable efforts Exchange Act, the Securities Act or any other federal, state or local laws relating to take, or cause to be taken, all actions, this Agreement and to do, or cause to be done, the Merger Agreement and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement.transactions

Taking of Necessary Action. (a) Each of the parties Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and the each Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other partiesPurchasers or the Partnership, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. Transaction Agreements. (b) The Partnership shall promptly and accurately respond, and (i) shall use its commercially reasonable efforts promptly to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the Purchaser or its auditors relating to the actual holdings of the Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure that the Purchased Units are validly and effectively issued to the Purchaser and that the Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its commercially reasonable efforts to take, take or cause to be taken, taken all actions, action and promptly to do, do or cause to be done, and to assist and cooperate with the other parties in doing, done all things necessary, proper or advisable under applicable Law and regulations to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate make effective the transactions contemplated by the PIPE Purchase Tronox SPA; (ii) shall not amend, modify or waive any provision of the Tronox SPA, waive any condition to the closing thereunder or mutually agree to terminate the Tronox SPA without the prior written approval of the Purchasers who are obligated to purchase a majority of the Class A Convertible Preferred Units under this Agreement; provided, however, that such prior written approval shall not be required in connection with any such amendment, modification or waiver (other than an amendment, modification or waiver of any condition to closing thereunder, and not including any termination thereof) that would not adversely affect the Purchasers or the Partnership (either before or after giving effect to the transactions contemplated by the Tronox SPA) in any respect, provided that the Partnership provides the Purchasers at least five Business Days’ advance written notice thereof; and (iii) shall promptly notify the Purchasers of any breach that would cause a condition under the Tronox SPA to not be satisfied.

Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement and, with respect to the Partnership, the GP Transaction Agreement. Without limiting Notwithstanding anything to the foregoingcontrary, no Purchaser is under any obligation by reason of this Section 6.1 to make, seek or receive any filings, notifications, consents, determinations, authorizations, permits, approvals, licenses or the like with or provide any documentation or information to any regulatory or self- regulatory body having jurisdiction over the Partnership and or Purchaser other than information that is already included in this Agreement or is otherwise in the Purchaser shall each use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that public domain other than as may be necessary or, in requested by the reasonable opinion Commission or pursuant to any applicable securities or “Blue Sky” laws of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative DocumentsUnited States. The Partnership shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the a Purchaser or its auditors relating to the actual holdings of the such Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the each Purchaser to ensure that the Purchased Units are validly and effectively issued to the such Purchaser and that the such Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the Acquisition and other transactions contemplated by the Contribution Agreement, including entering into the Revolving Credit Facility Amendment. The Partnership shall use its 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 the other parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement.