Common use of Commercially Reasonable Efforts; Cooperation Clause in Contracts

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable 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 transactions contemplated by this Agreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including (a) obtaining all of the Consents and the making of all filings and the taking of all steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this Agreement, (b) obtaining the necessary consents from third parties, (c) defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable 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 transactions contemplated by this Agreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including (a) obtaining all of the necessary Consents from Governmental Authorities and the making of all filings and the taking of all steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action or proceeding by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this Agreement, (b) obtaining the necessary consents Consents from third parties, (c) the defending of any Action Actions 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 Authority vacated or reversed, reversed and (d) the execution 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, for the purposes of the foregoing clauses (a) and (b), that in no event shall either Seller be required to make any payments, or incur any fees or expenses, in order to obtain such Consents.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use commercially reasonable 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement Agreement, including the Share Purchase, and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including including: (a) obtaining all of the necessary Consents from Governmental Authorities and other third parties, including obtaining Consents in connection with the Contracts listed on Schedule 3.2(i) and the making of all filings and the taking of all steps as may be necessary to obtain a Consent from, or to avoid an Action Action, investigation or examination by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this Agreement, ; (b) obtaining the necessary consents from third partiesdefending of any Actions, (c) defending any Action investigations or examinations, 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 Authority vacated or reversed, ; and (dc) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company will (i) consult with Buyer beforehand regarding the process for seeking Consents contemplated by Section 7.7(a), (ii) provide Buyer with a reasonable opportunity to review and comment in advance on the forms of such Consents, and (iii) consider in good faith any reasonable and timely comments thereto made by Buyer.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and use commercially reasonable efforts 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 reasonably practicable, the transactions contemplated by this Agreement and to use reasonable commercial efforts to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including (a) obtaining all of the necessary actions or nonactions and Consents from Governmental Authorities and the making of all filings and the taking of all steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action Action, investigation or proceeding by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this Agreement, (b) at the Companies or the Stockholders’ sole expense (which expense shall be considered Selling Expenses hereunder), obtaining the necessary consents Consents from third partiesparties identified on Schedule 6.4, (c) the defending of any Action Actions and investigations, 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 Authority vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and the Related Documents.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable 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 transactions contemplated by and the purposes of this Agreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including (a) obtaining all of the Consents necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all filings and the taking of all steps as may be reasonably necessary to obtain a Consent an approval or waiver from, or to avoid an Action or proceeding by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this Agreement, (b) obtaining the necessary consents Consents from third parties and giving all required notices to third parties, and (c) defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of BIC and the parties agrees to Xxxxxxx Companies shall use commercially reasonable 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 Buyer in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including including, but not limited to, (ai) the obtaining of all of the Consents necessary actions or nonactions, waivers, consents and approvals from Government authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this AgreementGovernment authority, (bii) timely making all necessary filings and responding to any request for additional information and documentary materials issued under the HSR Act, (iii) the obtaining the of all reasonably necessary consents consents, approvals or waivers from third parties, (civ) the defending of any Action 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 or temporary restraining order entered by any court or other Governmental Authority authority vacated or reversed, and (dv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to Parties shall use commercially reasonable 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 Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including (a) obtaining all of the Consents and the making of all filings and the taking of all steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this Agreement, (b) obtaining the necessary consents from third parties, (c) defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The “commercially reasonable efforts” of the Sellers shall not require any Seller or any of its Affiliates to expend any money to remedy any breach of any representation or warranty hereunder, to commence any litigation or arbitration proceeding, to offer or grant or otherwise provide any accommodation (financial or otherwise) to any Person or to provide financing to Buyer for the completion of the transactions contemplated hereunder.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use commercially reasonable 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 transactions contemplated by this Agreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including (a) obtaining all of the necessary actions or nonactions, waiver, Consents and approvals from Governmental Entities and the making of all filings and the taking of all steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Authority, including without limitation all anti-competition filings with or Consents of any Governmental Authorities required with respect to the transactions contemplated by this AgreementEntity, (b) obtaining the necessary consents Consents from third parties, (c) the defending of any Action lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions transaction contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority Entity vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.

Commercially Reasonable Efforts; Cooperation. Upon From and after the terms date hereof, and subject to through the conditions set forth earlier of the Closing and the date on which this Agreement is terminated in this Agreementaccordance with Article VIII, each of the parties agrees to hereto (other than the Stockholders’ Representative) shall, and the Company shall cause each of its Subsidiaries to, use its respective commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, taken all actions, and to do, or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws (in addition to the obligations set forth in the first sentence of Section 5.05(c)) to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement and to obtain satisfaction or waiver as promptly as practicable, including satisfaction, but not waiver, of the conditions precedent to the consummation of the transactions contemplated herebyClosing set forth in Article VI, including using commercially reasonable efforts to accomplish the following: (ai) the obtaining all of the Consents and the making of all filings and other necessary consents, approvals or waivers from any third Persons, (ii) the taking of all steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Authority, including without limitation all anti-competition filings with or Consents defending of any Governmental Authorities required with respect to the transactions contemplated by this Agreementlawsuits or other Legal Proceedings, (b) obtaining the necessary consents from third partieswhether judicial or administrative, (c) defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby, including the Mergers, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, reversed and (diii) the execution and delivery of any additional instruments reasonably necessary to consummate the Mergers and any other transactions contemplated by, to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out fully the purposes of, of this Agreement.