Common use of Without limiting the generality of the foregoing Clause in Contracts

Without limiting the generality of the foregoing. (i) Each party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable following the date of this Agreement and to supply promptly any additional information and documentary material (a "SECOND REQUEST") that may be requested pursuant to the HSR Act. In the event a Second Request is made, the Expiration Date shall automatically be extended until December 31, 2006. (ii) Parent, Merger Co and the Company shall: (A) take promptly any or all of the following actions to the extent necessary to eliminate any concerns on the part of any Governmental Authority with jurisdiction over the enforcement, of any applicable antitrust Law ("GOVERNMENT ANTITRUST AUTHORITY") regarding the legality under any antitrust Law of the Merger: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, or selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of (1) the Parent and Merger Co or any of their subsidiaries (which for purposes of this Section 6.09 shall only be deemed to include an entity in which Parent owns, directly or indirectly, 50% or more of the voting securities or equity of such entity) or (2) the Company and its Subsidiaries; (B) use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust Law by any Government Antitrust Authority of any permanent or preliminary injunction or other order that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (C) take promptly, in the event that such an injunction or order has been issued in such a proceeding, any and all steps, including, without limitation, the appeal thereof, the posting of a bond or the other steps contemplated by clause (A) above, necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; and (D) take promptly all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any antitrust Law that may be asserted by any Government Antitrust Authority or any other party to the consummation of the Merger by Parent and Merger Co in accordance with the terms of this Agreement. (iii) Notwithstanding anything to the contrary set forth in this Section 6.09(b), none of Parent, Merger Co nor the Company (nor any Affiliate of the foregoing) shall be required (A) to agree to or make any divestiture of shares of capital stock or of any business, assets or property of, Parent, Merger Co or the Company, or any of their respective subsidiaries or Affiliates, if, as a result of such request, the aggregate fair market value of the shares of capital stock or of any business, assets or property required to be divested or held separate by Parent, Merger Co and their subsidiaries or Affiliates, on the one hand, or by the Company and its Subsidiaries or Affiliates, on the other hand, would exceed $5,000,000; or (B) take any of the actions described in subsections (A) through (D) of Section 6.09(b)(ii), if to do so would, in the reasonable, good faith judgment of the board of directors of Parent, have a material adverse effect upon the business plans of Parent for the conduct of the business after the Closing of (x) the Surviving Corporation and its Subsidiaries, taken as a whole; (y) TransMontaigne Partners and the MLP Subsidiaries, taken as a whole; and/or (z) Morgan Stanley and its ▇▇▇▇i▇▇▇▇▇▇▇, taken as a whole, or Parent and its Subsidiaries, taken as a whole. If after complying with all of the terms of this Section 6.09, Parent, Merger Co or any of their Subsidiaries or Affiliates would be required to agree to or take any action referred to in, or having the effect referred to in, clauses (A) or (B) of this Section 6.09(b)(iii), Parent shall have the option of terminating this Agreement upon a final determination by the Government Antitrust Authority that taking or agreeing to take such action is required in order to consummate the Merger.

Without limiting the generality of the foregoing. (i) Each party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable following the date of this Agreement and to supply promptly any additional information and documentary material (a "SECOND REQUEST") that may be requested pursuant to the HSR Act. In the event a Second Request is made, the Expiration Date shall automatically be extended until December 31, 2006. (ii) Parent, Merger Co and the Company shall: (A) take promptly any or all of the following actions to the extent necessary to eliminate any concerns on the part of any Governmental Authority with jurisdiction over the enforcement, of any applicable antitrust Law ("GOVERNMENT ANTITRUST AUTHORITY") regarding the legality under any antitrust Law of the Merger: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, or selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of (1) the Parent and Merger Co or any of their subsidiaries (which for purposes of this Section 6.09 shall only be deemed to include an entity in which Parent owns, directly or indirectly, 50% or more of the voting securities or equity of such entity) or (2) the Company and its Subsidiaries; (B) use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust Law by any Government Antitrust Authority of any permanent or preliminary injunction or other order that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (C) take promptly, in the event that such an injunction or order has been issued in such a proceeding, any and all steps, including, without limitation, the appeal thereof, the posting of a bond or the other steps contemplated by clause (A) above, necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; and (D) take promptly all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any antitrust Law that may be asserted by any Government Antitrust Authority or any other party to the consummation of the Merger by Parent and Merger Co in accordance with the terms of this Agreement. (iii) Notwithstanding anything to the contrary set forth in this Section 6.09(b), none of Parent, Merger Co nor the Company (nor any Affiliate of the foregoing) shall be required (A) to agree to or make any divestiture of shares of capital stock or of any business, assets or property of, Parent, Merger Co or the Company, or any of their respective subsidiaries or Affiliates, if, as a result of such request, the aggregate fair market value of the shares of capital stock or of any business, assets or property required to be divested or held separate by Parent, Merger Co and their subsidiaries or Affiliates, on the one hand, or by the Company and its Subsidiaries or Affiliates, on the other hand, would exceed $5,000,000; or (B) take any of the actions described in subsections (A) through (D) of Section 6.09(b)(ii), if to do so wouldwould result in a divestiture of, or "hold separate" agreement with respect to, stock or other assets having an aggregate fair market value of at least $50 million, or another operational restriction that would be expected, in the reasonable, good faith judgment of the board of directors of Parent, to have a material an adverse effect upon the business plans of financial impact on Parent for the conduct of the business after the Closing of and its Subsidiaries and Affiliates (x) including the Surviving Corporation and its SubsidiariesCorporation, taken as a whole; (y) the General Partner, TransMontaigne Partners Partners, and the MLP Subsidiaries, taken as a whole; and/or (z) Morgan Stanley and its ▇▇▇▇i▇▇▇▇▇▇▇), taken as a whole, or Parent and its Subsidiariesfollowing the Merger, taken as a wholein excess of $50 million. If after complying with all of the terms of this Section 6.09, Parent, Merger Co or any of their Subsidiaries or Affiliates would be required to agree to or take any action referred to in, or having the effect referred to in, clauses (A) or (B) of this Section 6.09(b)(iii), Parent shall have the option of terminating this Agreement upon (A) a final determination by the Government Antitrust Authority that taking or agreeing to take such action is required in order to consummate the MergerMerger and (B) payment to the Company of the Reverse Termination Fee.