Common use of Closing Efforts and Further Assurances Clause in Contracts

Closing Efforts and Further Assurances. (a) Subject to the terms and conditions of this Agreement, Seller and each Purchaser Party shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby, including by using reasonable best efforts to (i) cause the conditions precedent of Seller (in the case of each Purchaser Party) and of each Purchaser Party (in the case of Seller) set forth in Article 9 to be satisfied by the Extended Outside Date, (ii) obtain all necessary Consents from Governmental Authorities, including the making of all necessary registrations, declarations and filings with Governmental Authorities (and, in the case of filings required to be made pursuant to the HSR Act, making such filings not later than ten (10) Business Days after the Execution Date) and take all steps as may be necessary to avoid, or to have terminated, if begun, any Action by any Governmental Authority by the Target Closing Date, (iii) defend any investigations, Actions, suits or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to avoid the entry of, or to have reversed, terminated, lifted or vacated, any stay, temporary restraining order or other injunctive relief or order entered by any Governmental Authority that could prevent or delay the consummation of the transactions contemplated hereby and (iv) execute and deliver additional instruments necessary to consummate the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement.

Closing Efforts and Further Assurances. (a) Subject to the terms and conditions of this Agreement, Seller Sellers, the Company and each Purchaser Party shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby, including by using their respective reasonable best efforts to (i) cause the conditions precedent of each Seller (in the case of each Purchaser PartyPurchaser) and of each Purchaser Party (in the case of each Seller) set forth in Article ‎Article 9 to be satisfied by the Extended Outside Datesatisfied, (ii) obtain all necessary Consents Consents, (including the expiration or termination of any waiting periods) from Governmental Authorities, including Authorities and the making of all necessary registrations, declarations and filings with Governmental Authorities (and, in the case of filings required to be made pursuant to the HSR Act, making such filings not later than ten (10) Business Days after the Execution Date), (iii) and take all steps as may be necessary to avoid, or to have terminated, if begun, avoid any Action by any Governmental Authority by the Target Closing Date, (iii) defend any investigations, Actions, suits or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to avoid the entry of, or to have reversed, terminated, lifted or vacated, any stay, temporary restraining order or other injunctive relief or order entered by any Governmental Authority that could prevent or delay the consummation of the transactions contemplated hereby and (iv) execute obtain as promptly as practicable the termination or expiration of any waiting period under the HSR Act, including by filing as soon as practicable and deliver advisable any supplemental or additional instruments necessary information which may reasonably be requested by the FTC or the DOJ or any other Governmental Authority in connection with applicable Antitrust Law; provided that the obligations in this Section 8.4(a) shall not require any Party or any of its Affiliates to consummate the transactions contemplated herebysell, and to fully carry out the purposes divest, hold separate, transfer or dispose of, this Agreementor commit to any behavioral remedy with respect to, any assets, securities, operations, rights, product lines, businesses or interest therein of such Party or any of their Affiliates (or consent to any of the foregoing actions); or litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in clause (x).

Closing Efforts and Further Assurances. (a) Subject to the terms and conditions of this Agreement, Seller and each Purchaser Party shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby, including by using reasonable best efforts to (i) cause the conditions precedent of Seller (in the case of each Purchaser PartyPurchaser) and of each Purchaser Party (in the case of Seller) set forth in Article 9 8 to be satisfied by the Extended Outside Date, (ii) obtain all necessary Consents Consents, from Governmental Authorities, including the making of make all necessary registrations, declarations and filings with Governmental Authorities (and, in the case of filings required to be made pursuant to the HSR Act, making make such filings not no later than ten twenty (1020) Business Days after the Execution Date) and take all steps as may be necessary to avoid, or to have terminated, if begun, any Action by any Governmental Authority by the Target Closing Date, (iii) defend any investigations, Actions, suits or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to avoid the entry of, or to have reversed, terminated, lifted or vacated, any stay, temporary restraining order or other injunctive relief or order entered by any Governmental Authority that could prevent or delay the consummation of the transactions contemplated hereby and (iv) execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any Party may reasonably request, to transfer and deliver additional instruments necessary the Assets to consummate Purchaser, and to otherwise accomplish the transactions contemplated hereby, and to fully carry out the purposes of, by this Agreement.

Closing Efforts and Further Assurances. (a) Subject to the terms and conditions of this Agreement, Seller and each Purchaser Party shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby, including by using commercially reasonable best efforts to (i) cause the conditions precedent of Seller (in the case of each Purchaser PartyPurchaser) and of each Purchaser Party (in the case of Seller) set forth in Article 9 to be satisfied by (provided that the Extended Outside Datecommercially reasonable efforts of a party shall not obligate a party to waive any such condition), (iii) obtain all necessary Consents Consents, (including the expiration or termination of any waiting periods) from Governmental Authorities, including Authorities and the making of all necessary registrations, declarations and filings with Governmental Authorities (and, in the case of filings required to be made pursuant to the HSR Act, making such filings not later than ten (10) 10 Business Days after the Execution Date) and take all steps as may be necessary to avoid, or to have terminated, if begun, any Action action, suit or proceeding by any Governmental Authority by the Target Closing End Date, (iiii) execute and deliver additional instruments necessary to consummate the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement and (i) defend any investigations, Actionsactions, suits or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to avoid the entry of, or to have reversed, terminated, lifted or vacated, any stay, temporary restraining order or other injunctive relief or order entered by any Governmental Authority that could prevent or delay the consummation of the transactions contemplated hereby and (iv) execute and deliver additional instruments necessary to consummate the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement.

Closing Efforts and Further Assurances. (a) Subject to the terms and conditions of this Agreement, Seller Sellers and each Purchaser Party shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby, including by using reasonable best efforts to (i) cause the conditions precedent of each Seller (in the case of each Purchaser Party) and of each Purchaser Party (in the case of each Seller) set forth in Article 9 to be satisfied by the Extended Outside Datesatisfied, (ii) obtain all necessary Consents Consents, (including the expiration or termination of any waiting periods) from Governmental Authorities, including the making of Authorities and make all necessary registrations, declarations and filings with Governmental Authorities (and, in the case of filings required to be made pursuant to the HSR Act, making make such filings not later than ten (10) Business Days after the Execution Date) and take all steps as may be necessary to avoid, or to have terminated, if begun, any Action by any Governmental Authority by the Target Closing Date, (iii) defend any investigations, investigations or Actions, suits or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to avoid the entry of, or to have reversed, terminated, lifted or vacated, any stay, temporary restraining order Order or other injunctive relief or order Order entered by any Governmental Authority that could prevent or delay the consummation of the transactions contemplated hereby and (iv) execute and deliver additional instruments necessary to consummate the transactions contemplated hereby, and to fully carry out the purposes of, this Agreement.