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, (b) obtaining the necessary Consents from third parties, and (c) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. The “commercially reasonable efforts” of Parent and Buyer shall not require any Allscripts Company, Buyer, or any of their Affiliates, to pay any material amounts to third parties to obtain such Consent or 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, with respect to the Allscripts Companies, to provide financing to Buyer for the completion of the transactions contemplated hereunder. Notwithstanding anything herein to the contrary, Section 7.6 shall control with respect to the matters set forth therein (including all HSR Act and other Antitrust Law matters), and to the extent there is any conflict between this Section 7.4 and Section 7.6, Section 7.6 shall control in all respects.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties 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 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, ; (b) obtaining the necessary Consents from third partiesdefending of any Actions, 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 (c) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. The “commercially reasonable efforts” of Parent and Company will (i) consult with Buyer shall not require any Allscripts Company, Buyer, or any of their Affiliates, to pay any material amounts to third parties to obtain such Consent or 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, with respect to beforehand regarding the Allscripts Companies, to provide financing to Buyer process for the completion of the transactions seeking Consents contemplated hereunder. Notwithstanding anything herein to the contrary, by Section 7.6 shall control with respect to the matters set forth therein (including all HSR Act and other Antitrust Law matters7.7(a), (ii) provide Buyer with a reasonable opportunity to review and to comment in advance on the extent there is forms of such Consents, and (iii) consider in good faith any conflict between this Section 7.4 reasonable and Section 7.6, Section 7.6 shall control in all respectstimely comments thereto made by Buyer.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this AgreementAgreement (including subject to the limitations set forth in Section 5.9), each of the Parties 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 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, 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 Section 3.3 of the Disclosure Schedules 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, ; (b) obtaining the necessary Consents from third partiesdefending of any 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 vacated or reversed; (b) the defending of any 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 vacated or reversed; and (c) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. The “commercially Company and TopCo will (i) consult with Buyer beforehand regarding the process for seeking Consents contemplated by this Section 5.9, (ii) provide Buyer with a reasonable efforts” opportunity to review and comment in advance on the forms of Parent and Buyer shall not require any Allscripts Company, Buyer, or any of their Affiliates, to pay any material amounts to third parties to obtain such Consent or 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, with respect to the Allscripts Companies, to provide financing to Buyer for the completion of the transactions contemplated hereunder. Notwithstanding anything herein to the contrary, Section 7.6 shall control with respect to the matters set forth therein (including all HSR Act and other Antitrust Law matters)Consents, and to the extent there is (iii) consider in good faith any conflict between this Section 7.4 reasonable and Section 7.6, Section 7.6 shall control in all respectstimely 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 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 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 commercially reasonable efforts to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated herebyhereby and the Related Documents, 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, (b) at the Seller’s sole expense (which expense shall be considered Selling Expenses hereunder), obtaining the necessary Consents from third partiesparties identified on Schedule 6.5, (c) the defending of any Actions and investigations, whether judicial or administrative, challenging this Agreement or any of the Related Documents or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (civ) the execution and delivery of any additional instruments necessary or advisable to consummate the transactions contemplated by this Agreement. The “commercially reasonable efforts” of Parent and Buyer shall not require any Allscripts Company, Buyer, or any of their Affiliates, to pay any material amounts to third parties to obtain such Consent or 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, with respect to the Allscripts Companies, to provide financing to Buyer for the completion of the transactions contemplated hereunder. Notwithstanding anything herein to the contrary, Section 7.6 shall control with respect to the matters set forth therein (including all HSR Act and other Antitrust Law matters)by, and to fully carry out the extent there is any conflict between purposes of, this Section 7.4 Agreement and Section 7.6, Section 7.6 shall control in all respectsthe Related Documents.

Commercially Reasonable Efforts; Cooperation. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties parties hereto agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties 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 Merger, 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 4.3(a) 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, ; (b) obtaining the necessary Consents from third partiesdefending of any Actions, and 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; (c) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. The “commercially reasonable efforts” of Parent and Buyer shall not require any Allscripts Company, Buyer, or any of their Affiliates, to pay any material amounts to third parties to obtain such Consent or 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, with respect to the Allscripts Companies, to provide financing to Buyer for the completion of the transactions contemplated hereunder. Notwithstanding anything herein to the contrary, Section 7.6 shall control with respect to the matters set forth therein (including all HSR Act and other Antitrust Law matters)by, and to fully carry out the extent there is any conflict between purposes of, this Agreement; and (d) obtaining and delivering to Parent Joinder Agreements executed by each Seller as promptly as reasonably practicable. The Company will (i) consult with Parent beforehand regarding the process for seeking Consents contemplated by this Section 7.4 6.7, (ii) provide Parent with a reasonable opportunity to review and Section 7.6comment in advance on the forms of such Consents, Section 7.6 shall control and (iii) consider in all respectsgood faith any reasonable and timely comments thereto made by Parent.