Common use of Commercially Reasonable Efforts; Further Assurances Clause in Contracts

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers and the Company 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 or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Agreements, including using commercially reasonable efforts to: (i) cause the conditions to the applicable Closing set forth in Section 6 to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and make all necessary registrations, declarations and filings with Governmental Entities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Agreements. (b) Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be reasonably necessary to effectuate the transactions contemplated by this Agreement and the other Transaction Agreements, subject to the terms and conditions hereof and thereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof and thereof.

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers Investors and the Company 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 or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Related Agreements, including using commercially reasonable efforts to: (i) cause the conditions to the applicable Closing set forth in Section 6 Article IV to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authorities and make all necessary registrations, declarations and filings with Governmental EntitiesAuthorities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Related Agreements. (b) Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be reasonably necessary to effectuate the transactions contemplated by this Agreement and the other Transaction Related Agreements, subject to the terms and conditions hereof and thereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof and thereof.

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers and the Company 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 or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Agreements, including using commercially reasonable efforts (except when best efforts is otherwise required under this Agreement) to: (i) cause the conditions to the applicable Closing set forth in Section 6 to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and make all necessary registrations, declarations and filings with Governmental Entities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Agreements. (b) Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be reasonably necessary to effectuate the transactions contemplated by this Agreement and the other Transaction Agreements, subject to the terms and conditions hereof and thereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof and thereof.

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers Parent and the Company shall use commercially their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Section 6, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary and consistent with this Agreement to effect the consummation of the Merger and other transactions contemplated by this Agreement. (b) Subject to the terms and conditions hereof, the Company and Parent agree to use their respective reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to promptly consummate and make effective, in effective the most expeditious manner practicable, the Merger and other transactions contemplated by this Agreement and the other Transaction AgreementsAgreement, including using commercially their respective reasonable efforts tobest efforts: (i) cause the conditions to obtain prior to the applicable Closing set forth in Section 6 to be satisfied; (ii) obtain Date all necessary actions or non-actionslicenses, waiverscertificates, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and authorizations from Governmental Entities and make all parties to contracts with the Company or its Subsidiaries as are necessary registrations, declarations and filings with Governmental Entities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate for the consummation of the transactions contemplated by, hereby; (ii) to effect all necessary registrations and to fully carry out the purposes of, this Agreement filings required by any Governmental Authority (in connection with which Parent and the other Transaction Agreements. (b) Each party agrees to Company shall cooperate with each other in connection with the making of all such registrations and their respective officersfilings, employees, attorneys, accountants including providing copies of all such documents to the non-filing party and other agents, its advisors prior to the time of such filing and, generallyif requested, do such other reasonable acts and things will consider in good faith as may be reasonably necessary to effectuate the transactions contemplated by this Agreement and the other Transaction Agreementsreasonable additions, subject to the terms and conditions hereof and thereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document deletions or the taking of reasonable action to assist the other parties hereto changes suggested in complying with the terms hereof and thereof.connection therewith); and

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, herein provided each of the Purchasers parties agrees to use, and the Company shall use to cause their respective Affiliates to use, its or their commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done and to assist and cooperate with the other parties or parties hereto party in doing, doing all things reasonably necessary, proper or advisable under applicable Law Laws to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction AgreementsDocuments, including using commercially reasonable efforts toincluding: (ia) cause the satisfaction of the conditions precedent to the applicable Closing obligations of any of the parties set forth in Section 6 to be satisfiedherein; (iib) obtain all necessary actions or non-actions, waivers, the obtaining of applicable consents, approvals, orders and authorizations from waivers or approvals of any Governmental Entities and make all necessary registrations, declarations and filings with Governmental Entitiesor third parties; (c) the defending of any Actions challenging this Agreement or the other Transaction Documents or the performance of the obligations hereunder or thereunder; and (iiid) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated byexecution and delivery of such instruments, and the taking of such other actions, whether at or after the Closing, as the other party may reasonably require in order to fully carry out the purposes of, intent of this Agreement (including the provision of access to such information (including financial information and support therefore) of Seller, and/or the historical operations of the Business on the one hand, or Purchaser, on the other Transaction Agreements. hand, to enable either party to satisfy reporting requirements under applicable Law (b) Each party agrees to cooperate with each other and including the Exchange Act)). Notwithstanding the foregoing, none of Seller, the Company or any of their respective officersAffiliates shall be obligated to make any payments or otherwise pay any consideration to any third party, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be reasonably necessary or agree to effectuate the transactions contemplated by this Agreement and the other Transaction Agreements, subject to modify the terms and conditions hereof and thereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document Contract, in each case to obtain any applicable consent, waiver or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof and thereofapproval.

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers and the Company Party 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 or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Related Agreements, including using commercially reasonable efforts to: (i) cause the conditions to the applicable Closing set forth in Section 6 Article XI to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Consents from Governmental Entities Authorities and make all necessary registrations, declarations and filings with Governmental EntitiesAuthorities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement and the other Transaction Related Agreements. (b) Each party Party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be reasonably necessary to effectuate the transactions contemplated by Transactions, and to fully carry out the purposes of, this Agreement and the other Transaction Related Agreements, subject to the terms and conditions hereof and thereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties Parties hereto in complying with the terms hereof and thereof.

Commercially Reasonable Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Purchasers Investors and the Company 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 or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Related Agreements, including using commercially reasonable efforts to: (i) cause the conditions to the applicable Closing set forth in Section 6 Article IV to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities Authorities and make all necessary registrations, declarations and filings with Governmental EntitiesAuthorities; and (iii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the other Transaction Related Agreements. (b) Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be reasonably necessary to effectuate the transactions contemplated by this Agreement and the other Transaction Related Agreements, subject to the terms and conditions hereof and thereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof and thereof. (c) In addition and without limitation to the foregoing, the Investors hereby commit, on the terms and subject to the conditions described below, severally and not jointly and severally, to provide (directly and/or through one of more Affiliates) financing comprising $100,000,000 of Term Loans (in the aggregate) and a $100,000,000 Revolving Credit Facility (in the aggregate) (collectively, the “Committed Financing”). MFP’s several commitments in respect of the Committed Financing shall equal $25,000,000 of such Term Loans and $50,000,000 of such Revolving Credit Facility. Franklin’s commitments in respect of the Committed Financing shall equal $75,000,000 of such Term Loans and $50,000,000 of such Revolving Credit Facility. The Term Loans shall be advanced on the terms and conditions contained in the draft term loan Credit Agreement dated as of November 23, 2016 (the “Term Credit Agreement”) with such additions or alterations thereto as are (i) reasonably acceptable to each of the Parties and necessary to reflect the customary advice of maritime counsel, (ii) reasonably acceptable to each of the Parties and required by any institution engaged to act as Administrative Agent and/or Collateral Agent thereunder, or (iii) otherwise agreed among the Parties (clauses (i), (ii) and (iii) collectively, the “Documentation Principles”). The Revolving Facility shall be made available on the terms and conditions contained in the draft Credit Agreement dated as of November 23, 2016 (the “Revolving Credit Agreement”) subject to the Documentation Principles. The Investors’ commitments under this Section are subject to the satisfaction (or waiver by the Investors), on or before the Closing Date, of the conditions set forth in Section 4.1 (other than Section 4.1(o)) and those conditions set forth in Article IV of each of the Term Credit Agreement and the Revolving Credit Agreement that are, in each case, required to be satisfied or waived on or before the Closing Date. (d) In addition and without limitation to the foregoing, each Party hereby agrees to negotiate the intercreditor, collateral and other documentation comprising the Loan Documents other than the Term Credit Agreement and the Revolving Credit Agreement reasonably and in good faith to give effect to the Recapitalization Support Agreement and the Revolver Support Agreement as superseded, where applicable, by the Term Credit Agreement and the Revolving Credit Agreement respectively. (e) In addition and without limitation to the foregoing, the Company shall, and shall cause each of its Subsidiaries to, provide such cooperation to the Investors as the Investors shall reasonably request in connection with the completion of the Loan Documentation and the consummation of the transactions contemplated therein, including, but not limited to, the granting and perfection of the liens and security interests contemplated therein.