Common use of Commercially Reasonable Efforts; Cooperation Clause in Contracts

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use its commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (a) defending against and responding to any Litigation challenging or relating to this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (b) promptly requesting all Governmental Consents and Other Required Consents as are necessary for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the transactions contemplated hereby, neither Parent nor Company shall, without the prior written consent of Buyer, commit to any divestiture transaction, and Buyer shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Buyer, limits its freedom of action with respect to, or its ability to retain, Company or any material portion of Company’s assets or businesses.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all other actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including, without limitationexcept as provided in Section 7.10, (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, (c) defending against and responding to any Litigation Action challenging or relating to 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 Entity Authority vacated or reversed, and (bd) promptly requesting all Governmental Consents the execution and Other Required Consents as are delivery of any additional instruments necessary for the consummation of to consummate the transactions contemplated by this Agreement. Notwithstanding anything herein The “commercially reasonable efforts” of Seller, Buyer and the Company shall not require Seller, Buyer or the Company or any of their Affiliates to (i) expend any money to remedy any breach of any representation or warranty hereunder, (ii) commence any litigation or arbitration proceeding, to offer or grant or otherwise provide any accommodation (financial or otherwise) to any Person, (iii) to waive strict compliance with the terms of this Agreement by any other Party, or (iv) with respect to the contraryCompany or Seller, in connection with any filing or submission or other action required to be made or taken by any party provide financing to effect Buyer for the completion of the transactions contemplated hereby, neither Parent nor Company shall, without the prior written consent of Buyer, commit to any divestiture transaction, and Buyer shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Buyer, limits its freedom of action with respect to, or its ability to retain, Company or any material portion of Company’s assets or businesseshereunder.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms -------------------------------------------- and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and agrees to use its commercially reasonable efforts to take, take or cause to be taken, taken all other actions and to do, do or cause to be done, done all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and shall use its commercially reasonable efforts to (i) obtain all necessary actions or nonactions, includingwaivers, without limitationconsents and approvals from Governmental Authorities and third parties, (aii) defending against effect all necessary registrations and responding to filings under the Exchange Act and the Competition Laws, (iii) defend any Litigation lawsuits or other legal proceedings, whether judicial or administrative, challenging or relating to 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 Entity Authority vacated or reversed, reversed and (biv) promptly requesting all Governmental Consents execute and Other Required Consents as are deliver any additional instruments necessary for the consummation of to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein The parties shall cooperate in responding to the contraryinquiries from, and making presentations to, regulatory authorities. For purposes of this Agreement, "commercially reasonable efforts" shall not be deemed to require either Purchaser or Merger Sub to take actions in connection with any filing Competition Laws under clause (iii) above except in its sole discretion or submission to agree to, or other action required to be made or taken by any party to effect the transactions contemplated herebyproffer to, neither Parent nor Company shall, without the prior written consent of Buyer, commit to any divestiture transaction, and Buyer shall not be required to divest or hold separate any assets or otherwise take or commence to take any action thatportion of any business of Purchaser, in Merger Sub, the reasonable discretion of Buyer, limits its freedom of action with respect to, or its ability to retain, Company or any material portion of Company’s assets or businessestheir respective Subsidiaries.

Commercially Reasonable Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and agrees to use its commercially reasonable efforts to take, take or cause to be taken, taken all other actions and to do, do or cause to be done, done all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement and shall use its commercially reasonable efforts to (i) obtain all necessary actions or nonactions, includingwaivers, without limitationconsents and approvals from Governmental Authorities and third parties, (aii) defending against effect all necessary registrations and responding to filings under the Exchange Act and the Competition Laws, (iii) defend any Litigation lawsuits or other legal proceedings, whether judicial or administrative, challenging or relating to 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 Entity Authority vacated or reversed, reversed and (biv) promptly requesting all Governmental Consents execute and Other Required Consents as are deliver any additional instruments necessary for the consummation of to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein The parties shall cooperate in responding to the contraryinquiries from, and making presentations to, regulatory authorities. For purposes of this Agreement, "commercially reasonable efforts" shall not be deemed to require either Purchaser or Merger Sub to take actions in connection with any filing Competition Laws under clause (iii) above except in its sole discretion or submission to agree to, or other action required to be made or taken by any party to effect the transactions contemplated herebyproffer to, neither Parent nor Company shall, without the prior written consent of Buyer, commit to any divestiture transaction, and Buyer shall not be required to divest or hold separate any assets or otherwise take or commence to take any action thatportion of any business of Purchaser, in Merger Sub, the reasonable discretion of Buyer, limits its freedom of action with respect to, or its ability to retain, Company or any material portion of Company’s assets or businessestheir respective Subsidiaries.