Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party will use its reasonable best efforts to fulfill, and to cause to be satisfied, the conditions in Article 6 (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing.
Certain Actions to Close Transactions. Subject to the terms of this Agreement, each party will use its commercially reasonable efforts to fulfill, and to cause to be satisfied, the conditions in Article VI (but with no obligation to waive any such condition) so as to consummate and effect the transactions contemplated herein, including (i) using commercially reasonable efforts to obtain all necessary actions or nonactions, waivers, consents and approvals from Government Entities required to be obtained by such party and to make all necessary registrations and filings and take all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding by, any Government Entity, (ii) using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from third parties required to be obtained by such party, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement and to otherwise fully carry out the purposes of this Agreement; provided that the parties hereto understand and agree that commercially reasonable efforts of any party hereto shall not be deemed to include: (x) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Government Entity in connection with the transactions contemplated hereby or defending against or initiating any lawsuit, action or proceeding, judicial or administrative, challenging this Agreement or the transactions contemplated hereby, or (y) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its (or any of its Affiliates’) businesses, assets or properties. The Company and Buyer each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement.
Certain Actions to Close Transactions. Subject to the terms of this Agreement, each party hereto will use its reasonable best efforts to fulfill, and to cause to be satisfied as soon as reasonably practicable, the conditions in Article 8 (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing. Without limiting the generality of the foregoing, the following will apply:
(a) PURO will use reasonable best efforts before Closing to give any required notices to, and make any required filings with, other Persons and to obtain each consent listed on a Schedule 8.2(c) to be delivered on or before January 6, 2023 (which shall be in form and substance reasonably acceptable to Parent and the Member Representative).
(b) Notwithstanding the foregoing, nothing in this Section 7.2 shall require, or be construed to require, the Parent or any of its Affiliates to agree to (i) sell, hold, divest, discontinue, or limit, before or after the Closing Date, any assets, businesses, or interests of the Parent, PURO, or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, or interests which, in either case, would reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to the Parent of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.
Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party (other than the Sellers’ Representative) will use its reasonable best efforts (except, where this Agreement specifically identifies a different efforts standard, such other standard shall apply) to promptly fulfill, and to cause to be promptly satisfied, the conditions in Article 7 (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing. Subject to Section 5.1(a), in no event will “reasonable best efforts” be deemed to require the payment of any cash or other consideration or any other material concession by Buyer or any Acquired Company. Without limiting the generality of the foregoing, the following will apply:
Certain Actions to Close Transactions. 30 5.2 Pre-Closing Conduct of Business 31 5.3 Pre-Closing Entity Distributions and Actions 33 5.4 Access to Information 33 5.5 Further Assurances 34 5.6 Confidentiality and Publicity 34 5.7 Employee Matters 35 5.8 Certain Tax Matters 36 5.9 No Shop 38 5.10 Sellers Agent 38 5.11 Debt Financing Commitments 39 5.12 Certain Restrictive Covenants and Related Provisions 41 5.13 Related Party Matters 43 ARTICLE 6 CLOSING DELIVERIES AND TERMINATION 44
Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party will use its Commercially Reasonable Efforts to fulfill, and to cause to be satisfied, the conditions in ARTICLE 7 (but with no obligation to waive any such condition) and to consummate and effect the Transactions, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing. Without limiting the generality of the foregoing, Sellers will use Commercially Reasonable Efforts to give any required notices to, and make any required filings with, other Persons and to obtain each Required Consent before Closing, and Buyer will cooperate with Sellers in all reasonable respects in connection therewith; provided, however, that no Party is required to make any payment to any other Person regarding any Required Consent. Buyer and Sellers agree to work together in good faith to obtain all other Consents that Buyer may reasonably believe necessary for the post-Closing operation of the Business. Each of the parties hereto acknowledges that clearance for the transactions contemplated by this Agreement has been obtained under the HSR Act.
Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party will use commercially reasonable efforts to fulfill, and to cause to be satisfied, the conditions in Article 7 (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing. Without limiting the generality of the foregoing, Seller will use commercially reasonable efforts to give any required notices to, and make any required filings with, other Persons and to obtain each Consent before Closing, and Buyer will cooperate with Seller in all reasonable respects in connection therewith.
Certain Actions to Close Transactions. Subject to the terms of this Agreement, each party will use its commercially reasonable efforts to fulfill, and to cause to be satisfied, the conditions in Article VII (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing. Without limiting the generality of the foregoing, the following will apply:
(a) With respect to the transactions contemplated herein, each party will (or will cause its applicable Affiliate to), within ten (10) business days after the date hereof (or sooner, to the extent required by Applicable Law), file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the required notification and report form pursuant to the HSR Act and related requirements. Thereafter, each party will (or will cause its applicable Affiliate to) submit and otherwise provide any supplemental information requested in connection therewith pursuant to Applicable Law. Such actions will comply, in all material respects, with Applicable Law. All filing and submission fees under the HSR Act shall be split equally by the Members, on the one hand, and Purchaser, on the other hand. Each party will furnish, or cause to be furnished, to the other any necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission necessary under Applicable Law. Each party will keep the other reasonably informed, to the extent permitted by Applicable Law, of the status of any communications with, and inquiries or requests for additional information from, the FTC, DOJ or any other Governmental Body, and will use its reasonable best efforts to (and, if applicable, cause its appropriate Affiliate to) promptly comply with any such inquiry or request and to defend against any action of the FTC, DOJ or any other Governmental Body that attempts to enjoin the sale of the Interests to Purchaser. Each party will (and, if applicable, will cause its appropriate Affiliate to) use its reasonable best efforts to cause the expiration or early termination of the waiting period required under the HSR Act.
(b) The Company will use reasonable best efforts to give any required notices to, and make any required filings with, other Persons and to obtain each consent listed on Exhibit 7.2(c) before Closing.
(c) No...
Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party will use its commercially reasonable efforts to fulfill, and to cause to be satisfied, the conditions in Article VI (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing.
Certain Actions to Close Transactions
