Common use of Best Efforts; Obtaining Consents Clause in Contracts

Best Efforts; Obtaining Consents. (a) Subject to the terms -------------------------------- and conditions herein provided, each of Seller and Buyer agrees to use its best efforts (whether before or after the Closing Date) 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 by this Agreement and to cooperate with the other in connection with the foregoing, including using its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material Contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) to lift or rescind any Order adversely affecting the ability of the parties hereto to consummate the Asset Purchase, (iv) to effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) to fulfill all conditions to this Agreement (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable sums of money or grant any material financial or other accommodation, or of Buyer to accept any material modification of its rights hereunder). Seller and Buyer further covenant and agree, with respect to a threatened or pending Order or Law that would adversely affect the ability of the parties hereto to consummate the Asset Purchase, to use their respective best efforts to prevent the entry, enactment or promulgation thereof, as the case may be (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable sums of money or grant any material financial or other accommodation). (b) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Section 5.2, the proper officers and/or directors of Buyer, including, to the extent applicable, any Entity designated to hold the Acquired Assets, shall take all such necessary action. (c) Seller covenants to use its commercially reasonable efforts to effect the assignment of any contract, permit, license, claim, demand or right which is not now transferred or assigned and which is a part of the Business. In order that full value of every such unassigned contract, lease, interest in property, permit, license, claim, demand or right may be realized by and for the benefit of Buyer, Seller covenants and agrees with Buyer that Seller will use its commercially reasonable efforts to enforce every such contract, permit, license, claim, demand or right and to facilitate the collection of the moneys due and payable and to become -due and payable in and under every such contract and in respect of every such claim, demand or right; and Seller does hereby covenant to hold in trust for and promptly pay over to Buyer all moneys or things of value collected and paid to Seller, its successors or assigns, after the Closing Date in respect of every such contract, claim, demand or right. No amounts owing to Buyer by Seller under this Section 5.2(c) shall be subject to the limitation set forth in Section 10.2.

Best Efforts; Obtaining Consents. (a) Subject to the terms -------------------------------- and conditions herein provided, each of Seller and Buyer agrees to use its best efforts (whether before or after the Closing Date) Best 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 by this Agreement and to cooperate with each of the other others in connection with the foregoing, including using its best efforts Best Efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material Contracts, (ii) subject to subsection (b) below, to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) subject to subsection (b) below, to lift or rescind any Order adversely affecting the ability of the parties hereto to consummate the Asset Purchasetransactions contemplated hereunder, (iv) to effect all necessary registrations and filings including filings under the HSR Act and the FTA and submissions of information requested by Governmental Authorities, and (v) to fulfill all conditions to this Agreement (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable material sums of money or grant any material financial or other accommodation, or of Buyer to accept any material modification of its rights hereunder). Seller and Buyer further covenant and agree, with respect to a threatened or pending Order or Law that would adversely affect the ability of the parties hereto to consummate the Asset Purchasetransactions contemplated hereunder, to use their respective best efforts Best Efforts to prevent the entry, enactment or promulgation thereof, as the case may be (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable material sums of money or grant any material financial or other accommodation). (bi) Seller and Buyer shall (A) make or cause to be made the filings required of such party or any of its subsidiaries or Affiliates under the HSR Act and the FTA with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) days after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act and the FTA for additional information, documents, or other materials received by such party or any of its subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in respect of such filings or such transactions, and (c) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws (as defined in Section 5.2(b)(ii) hereof) with respect to any such filing or any such transaction. Each party shall use its Best Efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereunder. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act, the FTA or other Antitrust Laws. (ii) Each of Seller and Buyer shall use its Best Efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the FTA, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Seller and Buyer shall cooperate and use its Best Efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereunder, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Seller and Buyer decide that litigation is not in their respective best interest. Each of Seller and Buyer shall use its Best Efforts to take such action as may be required to cause the expiration of the notice period under the HSR Act, the FTA, or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) [Reserved.] (d) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Section 5.2, the proper officers and/or directors of BuyerSeller and Buyer or any of their Affiliates, including, to the extent applicable, any Entity designated to hold the Acquired Conveyed Assets, shall take all such necessary action. (c) Seller covenants to use its commercially reasonable efforts to effect the assignment of any contract, permit, license, claim, demand or right which is not now transferred or assigned and which is a part of the Business. In order that full value of every such unassigned contract, lease, interest in property, permit, license, claim, demand or right may be realized by and for the benefit of Buyer, Seller covenants and agrees with Buyer that Seller will use its commercially reasonable efforts to enforce every such contract, permit, license, claim, demand or right and to facilitate the collection of the moneys due and payable and to become -due and payable in and under every such contract and in respect of every such claim, demand or right; and Seller does hereby covenant to hold in trust for and promptly pay over to Buyer all moneys or things of value collected and paid to Seller, its successors or assigns, after the Closing Date in respect of every such contract, claim, demand or right. No amounts owing to Buyer by Seller under this Section 5.2(c) shall be subject to the limitation set forth in Section 10.2.

Best Efforts; Obtaining Consents. (a) Subject to the terms -------------------------------- and conditions herein provided, each of Seller and Buyer each agrees to use its best efforts (whether before or after the Closing Date) 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 by this Agreement and to cooperate with the other in connection with the foregoing, including using its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material Contractsloan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Lawfederal, state, local or foreign law or regulation, (iii) to lift or rescind any Order injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the Asset PurchaseAcquisition, (iv) to effect all necessary registrations and filings including filings under the HSR Act and submissions of information requested by Governmental Authorities, and (v) to fulfill all conditions to this Agreement (it being understood that such efforts shall not include any requirement of Buyer Seller or Seller any to expend more than commercially reasonable material sums of money or grant any material financial or other accommodation, or of Buyer to accept any material modification of its rights hereunder). Seller and Buyer further covenant and agree, with respect to a threatened or pending Order preliminary or Law permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the Asset PurchaseAcquisition, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable material sums of money or grant any material financial or other accommodation). (b) Subject to Section 5.2(c), Buyer agrees to use its best efforts to resolve such objections, if any, as the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") or the Federal Trade Commission (the "FTC"), the German Cartel Authority ("Cartel Authority") or the EU Competition Commission ("EU Commission") may assert with respect to the Acquisition under any antitrust law prior to the expiration of any applicable waiting period under the HSR Act or applicable governmental law or regulation, as the case may be. (c) Without limiting the generality of Section 5.2(b), Buyer and Seller agree as follows: (i) in the event a suit is threatened or instituted by any Person or Governmental Authority challenging the Acquisition as violative of any federal or state antitrust law, Buyer shall use its best efforts to resist or resolve such suit; in the event any injunction, temporary restraining order or other order is issued in any such suit which has the effect of preventing the consummation of the Acquisition, Buyer will advise the court hearing such suit of Buyer's willingness to effect the sales, transfers, divestitures or other dispositions of businesses, properties, product lines or assets that are described in this Section 5.2(c). (ii) Buyer shall take all reasonable actions and enter into all reasonable agreements and generally act in a reasonable manner as may be necessary to obtain timely governmental or regulatory action or nonaction, waiver, consent, extension or approval to the consummation of the Acquisition; in this regard, Buyer shall, if, and only if, it deems it reasonable offer and agree to the sale, transfer, divestiture or other disposition (and to such other action in connection therewith as may be reasonably required) of any or all businesses, properties, product lines or assets of Buyer or any of its affiliates, or of any of the Company, or the Subsidiaries, that are required to be divested (on such terms and conditions as may be reasonably required and to such purchaser as is approved), (A) by the Antitrust Division or the FTC in order to resolve such objections as either such agency may have to the Acquisition under any antitrust law, or (B) by any federal or state court in any suit threatened or brought by a private party or Governmental Authority challenging the Acquisition as violative of any antitrust law, or in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order which has the effect of preventing the consummation of the Acquisition or otherwise to resolve and settle any such suit (it being understood and agreed that in any such suit Buyer and Seller shall at the outset thereof, and at all times thereafter, continue to offer and urge the entry of an order permitting the Acquisition to be consummated). (d) The entry by a court, in any suit brought by a private party or Governmental Authority challenging the Acquisition as violative of any antitrust law, of an order or decree permitting the Acquisition but requiring that any of the businesses, properties, product lines or assets of Buyer or any of its affiliates, or any of the Company or the Subsidiaries be held separate thereafter, shall be, if such requirement is deemed unreasonable by Buyer, deemed to be a ground for termination under Section 8.2 or 8.3 of the Agreement. (e) In connection with any sale, transfer, divestiture or other disposition to be made by either Buyer or the Company or the Subsidiaries in accordance with this Section 5.2, Buyer and Seller shall provide each other full access in the manner and of the nature contemplated by Section 5.1 of this Agreement in order to enable each of such parties to effect such sales, transfers, divestitures or other dispositions. (f) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Section 5.2, the proper officers and/or directors of BuyerBuyer or any of its affiliates, including, to or any of the extent applicable, any Entity designated to hold Company and the Acquired AssetsSubsidiaries, shall take all such necessary action. (cg) Seller covenants to use its commercially reasonable efforts to effect Either party hereto shall promptly inform the assignment other of any contractmaterial communication from the Antitrust Division, permit, license, claim, demand the FTC or right which is not now transferred or assigned and which is a part any other Governmental Authority regarding any of the Businesstransactions contemplated hereby. In order that full value of every If either party or any affiliate thereof receives a request for additional information or documentary material from any such unassigned contractGovernmental Authority with respect to the transactions contemplated hereby, leasethen such party will endeavor in good faith to make, interest or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in property, permit, license, claim, demand or right may be realized by and for the benefit of Buyer, compliance with such request. Buyer will advise Seller covenants and agrees with Buyer that Seller will use its commercially reasonable efforts to enforce every such contract, permit, license, claim, demand or right and to facilitate the collection of the moneys due and payable and to become -due and payable in and under every such contract and promptly in respect of every such claimany understandings, demand undertakings or right; and Seller does hereby covenant agreements (oral or written) which Buyer proposes to hold make or enter into with the Antitrust Division, the FTC or any other Governmental Authority in trust for and promptly pay over to Buyer all moneys or things of value collected and paid to Seller, its successors or assigns, after connection with the Closing Date in respect of every such contract, claim, demand or right. No amounts owing to Buyer by Seller under this Section 5.2(c) shall be subject to the limitation set forth in Section 10.2transactions contemplated hereby.

Best Efforts; Obtaining Consents. (a) Subject to the terms -------------------------------- and conditions herein provided, each of Raytheon, Seller and Buyer agrees to use its best efforts (whether before or after the Closing Date) 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 by this Agreement and to cooperate with each of the other others in connection with the foregoing, including using its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material Contracts, (ii) subject to subsection (b) below, to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) subject to subsection (b) below, to lift or rescind any Order adversely affecting the ability of the parties hereto to consummate the Asset Stock Purchase, (iv) to effect all necessary registrations and filings including filings under the HSR Act and submissions of information requested by Governmental Authorities, and (v) to fulfill all conditions to this Agreement (it being understood that such efforts shall not include any requirement of Buyer Buyer, Raytheon or Seller to expend more than commercially reasonable material sums of money or grant any material financial or other accommodation, or of Buyer to accept any material modification of its rights hereunder). Raytheon, Seller and Buyer further covenant and agree, with respect to a threatened or pending Order or Law that would adversely affect the ability of the parties hereto to consummate the Asset Stock Purchase, to use their respective best efforts to prevent the entry, enactment or promulgation thereof, as the case may be (it being understood that such efforts shall not include any requirement of Buyer Buyer, Raytheon or Seller to expend more than commercially reasonable material sums of money or grant any material financial or other accommodation). (bi) Each of Raytheon and Seller (together, a "party" for the purposes of this Section 5.2(b)) and Buyer shall (A) make or cause to be made the filings required of such party or any of its subsidiaries or Affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within two (2) days after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Authority in respect of such filings or such transactions, and (c) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws (as defined in Section 5.2(b)(ii) hereof with respect to any such filing or any such transaction. Each party shall use its best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Stock Purchase and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. (ii) Each of Raytheon, Seller and Buyer shall use its best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Raytheon, Seller and Buyer shall cooperate and use its best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Stock Purchase or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Raytheon, Seller and Buyer decide that litigation is not in their respective best interest. Each of Raytheon, Seller and Buyer shall use its best efforts to take such action as may be required to cause the expiration of the notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Raytheon shall use its best efforts to obtain the transfer to the Company of the resale rights of the products of New Japan Radio Co. Ltd. ("NJRC") and any other transferable benefits flowing from the existing relationship between Raytheon and NJRC. For the six months after Closing, Raytheon agrees to assist Buyer as Raytheon deems practicable if Buyer attempts to obtain a seat on the board of directors of NJRC. Raytheon shall also cooperate with Buyer in any effort to enforce and implement the terms of any agreement or licensing arrangement relating to the Semiconductor Division Business involving Raytheon, the Company or NJRC. Effective on the Closing Date, Raytheon will grant Buyer a six month option to purchase the shares of NJRC now owned by Raytheon at market price. (d) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Section 5.2, the proper officers and/or directors of BuyerRaytheon, Seller and Buyer or any of their Affiliates, including, to the extent applicable, any Entity designated to hold the Acquired AssetsShares, shall take all such necessary action. (c) Seller covenants to use its commercially reasonable efforts to effect the assignment of any contract, permit, license, claim, demand or right which is not now transferred or assigned and which is a part of the Business. In order that full value of every such unassigned contract, lease, interest in property, permit, license, claim, demand or right may be realized by and for the benefit of Buyer, Seller covenants and agrees with Buyer that Seller will use its commercially reasonable efforts to enforce every such contract, permit, license, claim, demand or right and to facilitate the collection of the moneys due and payable and to become -due and payable in and under every such contract and in respect of every such claim, demand or right; and Seller does hereby covenant to hold in trust for and promptly pay over to Buyer all moneys or things of value collected and paid to Seller, its successors or assigns, after the Closing Date in respect of every such contract, claim, demand or right. No amounts owing to Buyer by Seller under this Section 5.2(c) shall be subject to the limitation set forth in Section 10.2.

Best Efforts; Obtaining Consents. (a) Subject to the terms -------------------------------- and conditions herein provided, each of Seller Raytheon and Buyer Bain agrees to use its best efforts (whether before or after the Closing Date) 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 by this Agreement and to cooperate with the other in connection with the foregoing, including using its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material Contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) to lift or rescind any Order adversely affecting the ability of the parties hereto to consummate the Asset PurchaseMerger and the other transactions contemplated hereby, (iv) to effect all necessary registrations and filings including filings under the HSR Act and submissions of information requested by Governmental Authorities, and (v) to fulfill all conditions to this Agreement (it being understood that such best efforts shall not include any requirement of Buyer Raytheon or Seller Bain to expend more than commercially reasonable material sums of money or grant any material financial or other accommodation, or of Buyer to accept any material modification of its rights hereunderaccommodation (other than as contemplated hereby)). Seller Raytheon and Buyer Bain further covenant and agree, with respect to a threatened or pending Order or Law that would adversely affect the ability of the parties Parties hereto to consummate the Asset PurchaseMerger and the other transactions contemplated hereby, to use their respective best efforts to prevent the entry, enactment or promulgation thereof, as the case may be (it being understood that such best efforts shall not include any requirement of Buyer Raytheon or Seller Bain to expend more than commercially reasonable material sums of money or grant any material financial or other accommodationaccommodation (other than as contemplated hereby)). (b) In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Section 5.2, the proper officers and/or directors of Buyer, including, to the extent applicable, Surviving Entity or any Entity designated to hold the Acquired Assets, of its Affiliates shall take all such reasonably necessary action. (c) Seller covenants to use its commercially reasonable efforts to effect Each Party hereto shall promptly inform the assignment other of any contract, permit, license, claim, demand or right which is not now transferred or assigned and which is a part material communication from any Governmental Authority regarding any of the Businesstransactions contemplated hereby. In order that full value of every If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such unassigned contractGovernmental Authority with respect to the transactions contemplated hereby, leasethen such Party will endeavor in good faith to make, interest or cause to be made, as soon as reasonably practicable and after consultation with the other Party, an appropriate response in property, permit, license, claim, demand or right may be realized by compliance with such request. Bain and for the benefit of Buyer, Seller covenants and agrees with Buyer that Seller MergeCo will use its commercially reasonable efforts to enforce every such contract, permit, license, claim, demand or right and to facilitate the collection of the moneys due and payable and to become -due and payable in and under every such contract and advise Raytheon promptly in respect of every such claimany understandings, demand undertakings or right; and Seller does hereby covenant agreements (oral or written) which Bain or MergeCo proposes to hold make or enter into with any Governmental Authority in trust for and promptly pay over to Buyer all moneys or things of value collected and paid to Seller, its successors or assigns, after connection with the Closing Date in respect of every such contract, claim, demand or right. No amounts owing to Buyer by Seller under this Section 5.2(c) shall be subject to the limitation set forth in Section 10.2transactions contemplated hereby.

Best Efforts; Obtaining Consents. (a) Subject to the terms -------------------------------- and conditions herein provided, each of Seller and Buyer agrees each agree to use its their best efforts (whether before or after the Closing Date) 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, practicable the transactions contemplated by this Agreement and to cooperate with the other in connection with the foregoing, including using its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material Contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) to lift or rescind any Order adversely affecting the ability of the parties hereto to consummate the Asset Purchase, (iv) to effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) to fulfill all conditions to this Agreement (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable sums of money or grant any material financial or other accommodation, or of Buyer to accept any material modification of its rights hereunder). Seller and Buyer further covenant and agree, with respect to a threatened or pending Order or Law that would adversely affect the ability of the parties hereto to consummate the Asset Purchase, to use their respective best efforts to prevent the entry, enactment or promulgation thereof, as the case may be (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable sums of money or grant any material financial or other accommodation).its (b) In case at furtherance and not in limitation of the foregoing, Buyer shall use its best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any time after antitrust, competition or trade regulatory laws of any domestic or foreign government or governmental authority or any multinational authority, or any regulations issued thereunder ("Antitrust Laws"). Without limiting the Closing generality of the foregoing, Buyer shall (i) use its best efforts to avoid the entry of, or to have vacated or terminated, any further action is necessary decree, order, or desirable to carry out judgment that would restrain, prevent, or delay the purposes consummation of this Section 5.2, the proper officers and/or directors of Buyertransactions contemplated hereby, including, without limitation, defending through litigation on the merits and through any available appeals any claim asserted in any court by any party, and (ii) take any and all steps necessary to the extent applicable, avoid (or eliminate) each and every impediment under any Entity designated to hold the Acquired Assets, shall take all such necessary action.Antitrust Laws that may be asserted by any Governmental Antitrust (c) Seller covenants and Buyer shall keep the other party apprised of the status of matters relating to use its commercially reasonable efforts to effect the assignment completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals, consents or orders of any contractGovernmental Antitrust Authority, permitincluding, licensewithout limitation: (i) cooperating with the other party in connection with filings under the HSR Act or any other Antitrust Laws, claimincluding, demand with respect to the party making a filing, (A) providing copies of all such documents to the non-filing party and its advisors prior to filing (other than documents containing confidential business -30- 37 information that shall be shared only with outside counsel to the non-filing party), and (B) if requested, to accept all reasonable additions, deletions or right which is changes suggested in connection with any such filing; (ii) furnishing to each other all information required for any application or other filing to be made pursuant to the HSR Act or any other Antitrust Laws in connection with the transactions contemplated by this Agreement; (iii) promptly notifying the other of, and if in writing furnishing the other with copies of, any communications from or with any Governmental Antitrust Authority with respect to the transactions contemplated by this Agreement; (iv) permitting the other party to review in advance and considering in good faith the views of one another in connection with any proposed communication with any Governmental Antitrust Authority in connection with proceedings under or relating to the HSR Act or any other Antitrust Laws; (v) not now transferred agreeing to participate in any meeting or assigned discussion with any Governmental Antitrust Authority in connection with proceedings under or relating to the HSR Act or any other Antitrust Laws unless it consults with the other party in advance, and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and which is participate thereat; and (vi) consulting and cooperating with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other Antitrust Laws. If either party or any Affiliate thereof receives a part of request for additional information or documentary material from any such Governmental Antitrust Authority with respect to the Businesstransactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request. In order that full value of every such unassigned contract, lease, interest in property, permit, license, claim, demand or right may be realized by and for the benefit of Buyer, Buyer will advise Seller covenants and agrees with Buyer that Seller will use its commercially reasonable efforts to enforce every such contract, permit, license, claim, demand or right and to facilitate the collection of the moneys due and payable and to become -due and payable in and under every such contract and promptly in respect of every such claimany understandings, demand undertakings or right; and Seller does hereby covenant agreements (oral or written) which Buyer proposes to hold make or enter into with any Governmental Antitrust Authority in trust for and promptly pay over to Buyer all moneys or things of value collected and paid to Seller, its successors or assigns, after connection with the Closing Date in respect of every such contract, claim, demand or right. No amounts owing to Buyer by Seller under this Section 5.2(c) shall be subject to the limitation set forth in Section 10.2transactions contemplated hereby.

Best Efforts; Obtaining Consents. (a) Subject to the terms -------------------------------- and conditions herein provided, each of Seller and Buyer agrees each agree to use its their best efforts (whether before or after the Closing Date) 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, practicable the transactions contemplated by this Agreement and to cooperate with the other in connection with the foregoing, including using its best efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material Contractsloan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Lawfederal, state, local or foreign law or regulation, (iii) to lift or rescind any Order injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the Asset Purchasetransactions contemplated hereby, (iv) to effect all necessary registrations and filings including, but not limited to, filings and submissions of information requested or required by any domestic or foreign government or governmental or multinational authority, including, without limitation, the Antitrust Division of the United States Department of Justice, the Federal Trade Commission, any State Attorney General, or the European Commission ("Governmental AuthoritiesAntitrust Authority"), and (v) to fulfill all conditions to this Agreement (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable sums of money or grant any material financial or other accommodation, or of Buyer to accept any material modification of its rights hereunder)Agreement. Seller and Buyer further covenant and agree, with respect to a threatened or pending Order preliminary or Law permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the Asset Purchasetransactions contemplated hereby, to use their respective best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. In no event, however, shall Seller be (it being understood that such efforts shall not include obligated to pay any requirement of Buyer money to any Person or Seller to expend more than commercially reasonable sums of money offer or grant any material other financial or other accommodation)accommodations to any Person in connection with its obligations under this Section 5.2. (b) In case at furtherance and not in limitation of the foregoing, Buyer shall use its best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any time after antitrust, competition or trade regulatory laws of any domestic or foreign government or governmental authority or any multinational authority, or any regulations issued thereunder ("Antitrust Laws"). Without limiting the Closing generality of the foregoing, Buyer shall (i) use its best efforts to avoid the entry of, or to have vacated or terminated, any further action is necessary decree, order, or desirable to carry out judgment that would restrain, prevent, or delay the purposes consummation of this Section 5.2, the proper officers and/or directors of Buyertransactions contemplated hereby, including, without limitation, defending through litigation on the merits and through any available appeals any claim asserted in any court by any party, and (ii) take any and all steps necessary to avoid (or eliminate) each and every impediment under any Antitrust Laws that may be asserted by any Governmental Antitrust Authority with respect to the extent applicabletransactions contemplated hereby so as to enable the consummation of such transactions to occur as expeditiously as possible, including, without limitation, proposing, negotiating, committing to and effecting (by consent decree, hold separate order or otherwise) the sale, divestiture or disposition of such assets or businesses of Buyer or its Affiliates, the Company or the Subsidiaries -- or otherwise taking or committing to take any action that limits its freedom of action with respect to any of the businesses, product lines or assets of Buyer or its Affiliates, the Company or the Subsidiaries -- as may be required in order to avoid the pursuit or entry of, or to effect the dissolution of, any Entity designated injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby. The entry by any Governmental Antitrust Authority (where it has the power to hold do so), or by a court, in any suit brought by a private party or Governmental Antitrust Authority challenging the Acquired Assetstransactions contemplated hereby as violative of any Antitrust Law, of an order or decree permitting the transactions contemplated hereby, but requiring that any of the businesses, product lines or assets of any of Buyer or its Affiliates, the Company or the Subsidiaries be divested or held separate by Buyer, or that would otherwise limit Buyer's freedom of action with respect to, or its ability to retain, the Automotive Business or any portion thereof or any of Buyer's or its Affiliates' other assets or businesses, shall not be deemed a failure to satisfy the conditions specified in Section 8.2 or 8.3 hereof. Notwithstanding the foregoing, however, Seller shall not be required to divest or hold separate or otherwise take all such necessary actionor commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Automotive Business or any portion thereof, or any of its other assets or businesses. (c) Seller covenants and Buyer shall keep the other party apprised of the status of matters relating to use its commercially reasonable efforts to effect the assignment completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals, consents or orders of any contractGovernmental Antitrust Authority, permitincluding, licensewithout limitation: (i) cooperating with the other party in connection with filings under the HSR Act or any other Antitrust Laws, claimincluding, demand with respect to the party making a filing, (A) providing copies of all such documents to the non-filing party and its advisors prior to filing (other than documents containing confidential business information that shall be shared only with outside counsel to the non-filing party), and (B) if requested, to accept all reasonable additions, deletions or right which is changes suggested in connection with any such filing; (ii) furnishing to each other all information required for any application or other filing to be made pursuant to the HSR Act or any other Antitrust Laws in connection with the transactions contemplated by this Agreement; (iii) promptly notifying the other of, and if in writing furnishing the other with copies of, any communications from or with any Governmental Antitrust Authority with respect to the transactions contemplated by this Agreement; (iv) permitting the other party to review in advance and considering in good faith the views of one another in connection with any proposed communication with any Governmental Antitrust Authority in connection with proceedings under or relating to the HSR Act or any other Antitrust Laws; (v) not now transferred agreeing to participate in any meeting or assigned discussion with any Governmental Antitrust Authority in connection with proceedings under or relating to the HSR Act or any other Antitrust Laws unless it consults with the other party in advance, and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and which is participate thereat; and (vi) consulting and cooperating with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other Antitrust Laws. If either party or any Affiliate thereof receives a part of request for additional information or documentary material from any such Governmental Antitrust Authority with respect to the Businesstransactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request. In order that full value of every such unassigned contract, lease, interest in property, permit, license, claim, demand or right may be realized by and for the benefit of Buyer, Buyer will advise Seller covenants and agrees with Buyer that Seller will use its commercially reasonable efforts to enforce every such contract, permit, license, claim, demand or right and to facilitate the collection of the moneys due and payable and to become -due and payable in and under every such contract and promptly in respect of every such claimany understandings, demand undertakings or right; and Seller does hereby covenant agreements (oral or written) which Buyer proposes to hold make or enter into with any Governmental Antitrust Authority in trust for and promptly pay over to Buyer all moneys or things of value collected and paid to Seller, its successors or assigns, after connection with the Closing Date in respect of every such contract, claim, demand or right. No amounts owing to Buyer by Seller under this Section 5.2(c) shall be subject to the limitation set forth in Section 10.2transactions contemplated hereby.

Best Efforts; Obtaining Consents. (a) Subject to the terms -------------------------------- and conditions herein providedin this Agreement, Sellers and Buyers each of Seller and Buyer agrees agree to use its their reasonable best efforts (whether before or after the Closing Date) to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be done, done all things necessary, proper or advisable to consummate and make effective as promptly as practicable, practicable the transactions contemplated by this Agreement and to cooperate with the other others in connection with the foregoing, including using its their reasonable best efforts efforts: (i) at no expense to Sellers, to obtain all necessary waivers, consents and approvals from other parties to material Contractsloan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Lawfederal, state, local or foreign law or regulation, (iii) to lift or rescind any Order injunction or restraining order or other order (except such order as may have been secured by any governmental agency) adversely affecting the ability of the parties hereto to this Agreement to consummate the Asset Purchasetransactions contemplated hereby, and (iv) to effect all necessary registrations and filings and submissions of information requested by Governmental Authorities, and (v) to fulfill all conditions to this Agreement (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable sums of money or grant any material financial or other accommodation, or of Buyer to accept any material modification of its rights hereunder)Agreement. Seller Each party further covenants and Buyer further covenant and agreeagrees, with respect to a any threatened or pending Order preliminary or Law permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order (except such orders, decrees, etc. which may have been secured by any governmental agency) that would adversely affect the ability of the parties hereto to consummate the Asset Purchasetransactions contemplated hereby, to use their respective best efforts to prevent the entry, enactment or promulgation thereof, as the case may be (it being understood that such efforts shall not include any requirement of Buyer or Seller to expend more than commercially reasonable sums of money or grant any material financial or other accommodation)be. (b) In case Without limiting the generality of the foregoing, Buyers shall (i) take promptly all actions necessary to make the filings required of Buyers under the HSR Act and seek early termination of the applicable waiting period under the HSR Act, (ii) comply at the earliest practicable date with any time after request for additional information or documentary material received by Buyers from the Closing any further action is necessary Federal Trade Commission or desirable to carry out the purposes Antitrust Division of this Section 5.2, the proper officers and/or directors Department of Buyer, including, Justice pursuant to the extent applicableHSR Act, and (iii) cooperate with Sellers in connection with any Entity designated to hold filing of Sellers under the Acquired Assets, shall take all such necessary actionHSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general. Buyers will pay the HSR Act filing fee. (c) Seller covenants to In furtherance and not in limitation of the foregoing, each party shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any Antitrust Law (as defined in this Agreement). If any suit is instituted challenging any of the transactions contemplated hereby as violative of any Antitrust Law, each party shall use all reasonable efforts to take such action as may be required (i) by the applicable governmental authority in order to resolve such objections as such governmental authority may have to such transactions under such Antitrust Law, or (ii) by any court or similar tribunal, in any suit brought by a private party or governmental authority challenging the transactions contemplated hereby as violative of any Antitrust Law, in order to avoid the entry of, or to effect the assignment dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of any contractof such transactions. (d) Each party hereto shall promptly inform the others of any communication from the United States Federal Trade Commission, permit, license, claim, demand the Department of Justice or right which is not now transferred or assigned and which is a part any other governmental authority regarding any of the Businesstransactions contemplated hereby. In order that full value of every If any party hereto or any affiliate thereof receives a request for additional information or documentary material from any such unassigned contractgovernmental authority with respect to the transactions contemplated hereby, leasethen 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 parties, interest an appropriate response in property, permit, license, claim, demand or right may be realized by compliance with such request. Buyers and for Sellers will advise the benefit of Buyer, Seller covenants and agrees with Buyer that Seller will use its commercially reasonable efforts to enforce every such contract, permit, license, claim, demand or right and to facilitate the collection of the moneys due and payable and to become -due and payable in and under every such contract and other promptly in respect of every such claimany understandings, demand undertakings or right; and Seller does hereby covenant agreements (oral or written) which Buyers or Sellers, as the case may be, propose to hold make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental authority in trust for and promptly pay over to Buyer all moneys or things of value collected and paid to Seller, its successors or assigns, after connection with the Closing Date in respect of every such contract, claim, demand or right. No amounts owing to Buyer by Seller under this Section 5.2(c) shall be subject to the limitation set forth in Section 10.2transactions contemplated hereby.