Common use of Best Efforts; Notification Clause in Contracts

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use 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 and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of MOJAVE SOUTHERN, Acquisition Corp. and NYMA and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require MOJAVE SOUTHERN, Acquisition Corp. or NYMA or any subsidiary or Affiliate thereof to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (b) NYMA shall give prompt notice to MOJAVE SOUTHERN of any representation or warranty made by either contained in this Agreement becoming untrue or inaccurate, or any failure of NYMA to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) MOJAVE SOUTHERN and/or Acquisition Corp. shall give prompt notice to NYMA of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of MOJAVE SOUTHERN and/or Acquisition Corp. to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Purchaser and Ocwen agrees to use its 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 fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, waivers or exemption from non-governmental third parties, (iii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, by and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Notwithstanding any provision of MOJAVE SOUTHERN, Acquisition Corp. and NYMA and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing Ocwen shall not be required in connection with the efforts described in the first sentence of this Agreement shall be deemed Section 5.3(a) to require MOJAVE SOUTHERN, Acquisition Corp. make any payments or NYMA or incur any subsidiary or Affiliate thereof to agree liabilities to any divestiture by itself third parties which in the aggregate exceed $500,000 other than payments which arise from explicit contractual rights or any obligations of its Affiliates Ocwen existing as of shares the date of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockthis Agreement. (b) NYMA Ocwen shall use its reasonable best efforts to give prompt notice to MOJAVE SOUTHERN of the Purchaser, and the Purchaser shall use its reasonable best efforts to give prompt notice to Ocwen, if (i) any representation or warranty made by either it contained in this Agreement becoming that is qualified as to materiality becomes untrue or inaccurate, inaccurate in any respect or any failure of NYMA such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply in a timely manner with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied, ; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) MOJAVE SOUTHERN and/or Acquisition Corp. shall give prompt notice to NYMA of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of MOJAVE SOUTHERN and/or Acquisition Corp. to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreementparty receiving such notice.

Best Efforts; Notification. (a) Upon the -------------------------- terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(d), the Company Board approves or --------------- recommends a Superior Company Proposal, each of the parties agrees to shall use its 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 and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, to secure the expiration of any mandatory waiting periods of or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay Merger or temporary restraining order entered by any court or the other Governmental Entity vacated or reversed Transactions and (iv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and the other Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting Notwithstanding the foregoing, each (x) the requirement under this Section 7.03(a) that Parent and Sub use their best --------------- efforts to obtain all necessary consents and approvals from Governmental Entities with respect to the Merger or the other Transactions shall not be construed to require Parent or Sub to sell, divest, hold separate or otherwise dispose of, or agree to sell, divest, hold separate or otherwise dispose of, any assets or businesses, including any assets or businesses of MOJAVE SOUTHERNthe Company or the Company Subsidiaries, Acquisition Corp. or to enter into or agree to enter into any compulsory licensing or similar arrangement, in order to obtain approval, clearance or expiration of any waiting periods under the HSR Act or any other antitrust or competition Law and NYMA (y) the Company and its Board of Directors shall, if Representatives shall not be prohibited under this Section 7.03(a) from --------------- taking any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated action permitted by this Agreement, use best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebySection 6.02. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require MOJAVE SOUTHERN, Acquisition Corp. or NYMA or any subsidiary or Affiliate thereof to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.------------ (b) NYMA The Company shall give prompt notice to MOJAVE SOUTHERN Parent, and Parent or Sub shall give prompt notice to the Company, of (1) any representation or warranty made by either it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (2) any failure of NYMA by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied, provided, however, ; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) MOJAVE SOUTHERN and/or Acquisition Corp. Parent shall give prompt notice not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to NYMA of any representation impair, delay or warranty made by it contained in prevent Parent's or Sub's ability to perform its obligations under this Agreement becoming untrue or inaccurate, or any failure of MOJAVE SOUTHERN and/or Acquisition Corp. to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that consummate the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Merger or the conditions to the obligations of the parties under this Agreementother Transactions.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement and, in the case of Parent, in the LMC Agreement, each of the parties agrees to use its 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 and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Voting Agreements, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Voting Agreements or the consummation of the transactions contemplated herebyby this Agreement or the Voting Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (x) to be materially burdensome to such party and its subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement, the Voting Agreements and the Investors' Agreements referred to in Section 6.02(f) so as to render inadvisable the consummation of the Merger or (y) to result in the imposition of a condition or restriction of the type referred to in clause (ii), (iii) or (iv) of Section 6.02(e). In connection with and without limiting the foregoing, each of MOJAVE SOUTHERN, Acquisition Corp. and NYMA the Company and its Board of Directors shall, if any shall (i) take all reasonable action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions other transaction contemplated by this Agreement or the Voting Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement or any Voting Agreement, use best efforts to ensure take all action necessary so that the Merger and the other transactions contemplated by this Agreement and the Voting Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Voting Agreements and otherwise to minimize the effect of such statute or regulation on the Merger, Merger and the other transactions contemplated by this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require MOJAVE SOUTHERN, Acquisition Corp. or NYMA or any subsidiary or Affiliate thereof to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockVoting Agreements. (b) NYMA The Company shall give prompt notice to MOJAVE SOUTHERN Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by either it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of NYMA by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied, ; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) MOJAVE SOUTHERN and/or Acquisition Corp. shall give prompt notice to NYMA of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of MOJAVE SOUTHERN and/or Acquisition Corp. to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its 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 and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including any proceeding in connection with Appraisal Shares or lawsuits and proceedings seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, each of MOJAVE SOUTHERN, Acquisition Corp. the Company and NYMA and its the Company Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (ii) if any state takeover statute or any of the transactions contemplated by similar statute or regulation becomes applicable to this Agreement, use best efforts take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the transactions contemplated herebyTransactions. Notwithstanding anything herein The Company shall use its 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 Parent in the contrary, nothing in this Agreement shall be deemed to require MOJAVE SOUTHERN, Acquisition Corp. or NYMA or any subsidiary or Affiliate thereof to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or obtaining of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockemployment agreements that Parent requests. (b) NYMA The Company shall give prompt notice to MOJAVE SOUTHERN Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by either it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of NYMA by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied, ; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) MOJAVE SOUTHERN and/or Acquisition Corp. shall give prompt notice to NYMA of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of MOJAVE SOUTHERN and/or Acquisition Corp. to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(d), the Company Board approves or recommends a Superior Company Proposal, each of the parties agrees to shall use its 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 and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, to secure the expiration of any mandatory waiting periods of or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay Merger or temporary restraining order entered by any court or the other Governmental Entity vacated or reversed Transactions and (iv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and the other Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting Notwithstanding the foregoing, each of MOJAVE SOUTHERN, Acquisition Corp. (x) the requirement under this Section 7.03(a) that Parent and NYMA and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, Sub use their best efforts to ensure that obtain all necessary consents and approvals from Governmental Entities with respect to the Merger and or the other transactions contemplated by this Agreement may Transactions shall not be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed construed to require MOJAVE SOUTHERNParent or Sub to sell, Acquisition Corp. divest, hold separate or NYMA otherwise dispose of, or agree to sell, divest, hold separate or otherwise dispose of, any assets or businesses, including any assets or businesses of the Company or the Company Subsidiaries, or to enter into or agree to enter into any compulsory licensing or similar arrangement, in order to obtain approval, clearance or expiration of any waiting periods under the HSR Act or any subsidiary other antitrust or Affiliate thereof to agree to competition Law and (y) the Company and its Representatives shall not be prohibited under this Section 7.03(a) from taking any divestiture action permitted by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockSection 6.02. (b) NYMA The Company shall give prompt notice to MOJAVE SOUTHERN Parent, and Parent or Sub shall give prompt notice to the Company, of (1) any representation or warranty made by either it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (2) any failure of NYMA by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied, provided, however, ; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) MOJAVE SOUTHERN and/or Acquisition Corp. Parent shall give prompt notice not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to NYMA of any representation impair, delay or warranty made by it contained in prevent Parent's or Sub's ability to perform its obligations under this Agreement becoming untrue or inaccurate, or any failure of MOJAVE SOUTHERN and/or Acquisition Corp. to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that consummate the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Merger or the conditions to the obligations of the parties under this Agreementother Transactions.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the parties agrees to shall use its 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 and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Consents of Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without Without limiting the generality of the foregoing, each of MOJAVE SOUTHERNthe parties hereto shall file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) any notification required to be filed by it or its “ultimate parent” company under the HSR Act and the rules and regulations promulgated thereunder with respect to the Transactions. Such parties will make such filings promptly and respond on a timely basis to any requests for additional information made by either of such agencies. Each of the parties hereto agrees to furnish the other with copies of all correspondence, Acquisition Corp. filings and NYMA communications (and memoranda setting forth the substance thereof) between it and its Board of Directors shallaffiliates and their respective representatives, if on the one hand, and the FTC, the Antitrust Division or any state takeover statute other Governmental Entity or similar statute members or regulation is or becomes applicable their respective staffs, on the other hand, with respect to the Merger, other than personal financial information filed therewith. (b) Without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable efforts to take all action necessary or otherwise reasonably requested by Parent, Opco or Merger Sub to exempt the Merger from the provisions of any applicable takeover, business combination, control share acquisition or similar Law and (ii) if any takeover, business combination, control share acquisition or similar Law becomes applicable to this Agreement or any of the transactions contemplated by this AgreementMerger, use best their reasonable efforts to take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require MOJAVE SOUTHERN, Acquisition Corp. or NYMA or any subsidiary or Affiliate thereof to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. (bc) NYMA Each party shall give prompt written notice to MOJAVE SOUTHERN each other party of the occurrence, or failure to occur, of any representation event of which it becomes aware that has caused or warranty made by either contained in this Agreement becoming untrue or inaccurate, or could reasonably be expected to cause any failure of NYMA to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would 7.01 to not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements capable of the parties or the conditions being satisfied prior to the obligations of the parties under this Agreement. Outside Date (c) MOJAVE SOUTHERN and/or Acquisition Corp. as defined in Section 8.01(b)(i)). The Company shall give prompt written notice to NYMA Parent of the occurrence, or failure to occur, of any representation event of which it becomes aware that has caused or warranty made by it contained in this Agreement becoming untrue or inaccurate, or could reasonably be expected to cause any failure of MOJAVE SOUTHERN and/or Acquisition Corp. to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2(a7.02 (other than Section 7.02(f)) or 7.2(b) would to not be satisfiedcapable of being satisfied prior to the Outside Date. Parent shall give prompt written notice to the Company of the occurrence, providedor failure to occur, however, of any event of which it becomes aware that no such notification has caused or could reasonably be expected to cause any of the conditions set forth in Section 7.03 and Section 7.02(f) to not be capable of being satisfied prior to the Outside Date. The delivery of any notice pursuant to this Section 6.03(c) is for informational purposes and shall not limit or otherwise affect the representations, warranties, covenants remedies available hereunder to any party or agreements of the parties or the conditions to the obligations of the parties under this Agreementreceiving such notice .