Common use of Commercially Reasonable Efforts; Notices and Consents Clause in Contracts

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the Agreement Date until the Closing, or the earlier termination of this Agreement pursuant to Article 7, each of the parties hereto shall, to the extent not prohibited by applicable Law, use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Entities or other Persons, to obtain or cause to be obtained all authorizations, consents (including all Required Consents and Required Assignments), waivers, approvals, permits or orders from Governmental Entities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as promptly as reasonably practicable following the date (and in any event, within five (5) Business Days) of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article 6) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. All HSR Act filing fees will be paid one-half by Buyer and one-half by Parent. Each party hereto shall make one or more appropriate filings, if necessary, pursuant to the HSR Act (which filings shall specifically request early termination of the waiting period prescribed by the HSR Act) with respect to the transactions contemplated by this Agreement promptly (and in any event, within five (5) Business Days) after the date of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act; provided, however, that none of Buyer or any of its Affiliates shall be required under any circumstances to: (i) sell, license or otherwise dispose of, or hold separate and agreeing to sell, license or otherwise dispose of (A) any entities, assets or facilities of any Company before or after the Closing or (B) any entity, facility or asset of Buyer or its Affiliates before or after the Closing; (ii) terminate, amend or assign existing relationships and contractual rights and obligations; or (iii) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other Contracts. Notwithstanding the foregoing, the parties hereto agree that the commercially reasonable efforts of the parties shall not include (1) the defense of any lawsuits or other legal Actions, whether judicial or administrative, that challenges this Agreement or the consummation of the transactions contemplated by this Agreement; or (2) any payment of any money or other consideration or the grant any other material accommodation or concession to any Person by Buyer or any of its Affiliates. 49

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement Date until to the Closing, or the earlier termination of this Agreement pursuant to Article 7ARTICLE V, each of the parties hereto shall, to the extent not prohibited by applicable Law, Parties shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Entities Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents (including all Required Consents and Required Assignments)consents, waivers, approvals, permits or orders from Governmental Entities Authorities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions transaction contemplated hereby as promptly soon as reasonably practicable following the date (and in any event, within five (5) Business Days) of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article 6) and to allow the Business business to be operated following the Closing in the same manner as it is operated prior to the Closing. All HSR Act filing fees will In furtherance and not in limitation of the foregoing, each of the Parties shall prepare and file, or cause to be paid one-half by Buyer prepared and one-half by Parent. Each party hereto shall make one or more appropriate filingsfiled, if necessary, any required notification pursuant to the HSR Act (which filings shall specifically request early termination of the waiting period prescribed that is required to be made by the HSR Act) such Party or its ultimate parent with respect to the transactions transaction contemplated by this Agreement and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by such Party and its Affiliates under applicable Legal Requirements, in each case, as promptly as reasonably practicable after, and in no event more than thirty (30) Business Days following, the date hereof. The Parties shall furnish each other with all necessary information and cooperate with each other in connection with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and in any eventapplicable foreign antitrust or competition Legal Requirements) and to obtain all such authorizations, within five (5) Business Days) after consents, waivers, approvals, permits and orders as soon as practicable following the date of this Agreement Agreement. Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, shall supply as promptly as practicable provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.6 or otherwise in connection with the transaction contemplated hereby. If any Proceeding, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the appropriate transaction contemplated hereby is initiated or threatened, Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In addition, to the extent permitted by the FTC, the DOJ and other relevant Persons, give the other the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and actions. The Parties shall promptly respond to all inquiries made by the FTC, DOJ and any other applicable Governmental Entities Authorities in connection with such filings, submissions or registrations or otherwise in connection with the transaction contemplated hereby, and promptly provide to such Governmental Authorities any additional information and documentary material that may be requested pursuant under applicable Legal Requirements. If any objections are raised or asserted with respect to the HSR Act; providedtransaction contemplated hereby under any Legal Requirement or if any Proceeding is instituted (or threatened to be instituted) by the FTC, however, that none of Buyer the DOJ or any other applicable Governmental Authority or any private party challenging any of its Affiliates shall be required under any circumstances to: (i) sell, license or otherwise dispose of, or hold separate and agreeing to sell, license or otherwise dispose of (A) any entities, assets or facilities the transaction contemplated hereby as being in violation of any Company before applicable Legal Requirement or after which would otherwise prevent, impede or delay the Closing or (B) any entity, facility or asset consummation of Buyer or its Affiliates before or after the Closing; (ii) terminate, amend or assign existing relationships and contractual rights and obligations; or (iii) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other Contracts. Notwithstanding the foregoingtransaction contemplated hereby, the parties hereto agree that the Parties shall use their commercially reasonable efforts of the parties shall not include (1) the defense of to resolve any lawsuits such objections or other legal Actions, whether judicial or administrative, that challenges this Agreement or the Proceedings so as to permit consummation of the transactions contemplated by this Agreementhereby as soon as reasonably practicable; provided, that no Party shall be required to, and Sellers and the Acquired Companies may not (without the prior written consent of Purchaser), enter into any agreements or commitments or take any other actions to resolve any such objections or Proceedings if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the transaction contemplated hereby, (ii) result in any of the transactions contemplated hereby being rescinded following the Closing, (iii) limit or otherwise adversely affect the right of Purchaser (or any Affiliate thereof) to own or vote any Stock, control any of the Acquired Companies or operate all or any portion of the business or (2iv) require or compel any payment of any money or other consideration or the grant any other material accommodation or concession to any Person by Buyer Acquired Company, Purchaser or any Affiliate of Purchaser to dispose of all or any portion of its Affiliates. 49properties or assets.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions hereof, during the period from the date of this Agreement, from the Agreement Date until the Closing, Closing or the earlier termination of this Agreement pursuant to Article 7ARTICLE IX (the “Pre-Closing Period”), the Parties shall each of the parties hereto shall, to the extent not prohibited by applicable Law, use its commercially reasonable efforts to take (a) take, or cause to be taken taken, all actions, to file and do, or cause to be filed all documents, to give or cause to be given all notices to Governmental Entities or other Persons, to obtain or cause to be obtained all authorizations, consents (including all Required Consents and Required Assignments), waivers, approvals, permits or orders from Governmental Entities or other Personsdone, and to do or cause to be done assist and cooperate with the other Parties in doing, all other things necessary, proper or advisable, in order advisable to consummate and make effective the Contemplated Transactions as promptly as reasonably practicable following practicable; (b) obtain from any Governmental Entity or any other third party described in Schedule 3.1(c) any consents or Orders required to be obtained or made by the date Parties in connection with the authorization, execution and delivery of this Agreement, the other Transaction Documents and the consummation of the Transaction; (c) as promptly as practicable, make all necessary filings, and thereafter make and cooperate with the other Parties with respect to any other required submissions, with respect to this Agreement and the Transactions required under (i) the HSR Act and any related governmental request thereunder (it being agreed that the Parties shall make the necessary filing with the appropriate Governmental Entity in any event, accordance with the HSR Act within five (5) Business Days) of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article 6) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. All HSR Act filing fees will be paid one-half by Buyer and one-half by Parent. Each party hereto shall make one or more appropriate filings, if necessary, pursuant to the HSR Act (which filings shall specifically request early termination of the waiting period prescribed by the HSR Act) with respect to the transactions contemplated by this Agreement promptly (and in any event, within five (5) Business Days) Days after the date execution of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Entities any additional information seek early termination with respect thereto), and documentary material that may be requested pursuant to the HSR Act; provided, however, that none of Buyer or any of its Affiliates shall be required under any circumstances to: (i) sell, license or otherwise dispose of, or hold separate and agreeing to sell, license or otherwise dispose of (A) any entities, assets or facilities of any Company before or after the Closing or (B) any entity, facility or asset of Buyer or its Affiliates before or after the Closing; (ii) terminate, amend the applicable antitrust laws of any other jurisdiction; and (d) execute or assign existing relationships and contractual rights and obligations; or (iii) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other Contractsdeliver any additional instruments reasonably necessary to consummate the Transactions in accordance with the terms hereof. Notwithstanding anything herein to the foregoingcontrary, (x) the parties hereto agree that failure to obtain any consent or Order (including those set forth on Schedule 3.1(c) but other than those consents expressly required to be obtained on Schedule 1.8(a)(ix) and the commercially reasonable efforts of the parties HSR Approval) shall not include (1) serve as the defense of any lawsuits or other legal Actions, whether judicial or administrative, that challenges basis for the Purchaser to terminate this Agreement pursuant to Section 9.1, and (y) under no circumstances shall the Company or the consummation of the transactions contemplated by this Agreement; or (2) any Subsidiary be required to make payment of any money or other consideration or the grant any other material accommodation or concession to any Person by Buyer or incur any of its Affiliates. 49other liability to secure such Person’s consent, except as set forth in the Estimated Closing Statement.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the Agreement Date until the Closing, or the earlier termination of this Agreement pursuant to Article 7, each of the parties hereto shall, to the extent not prohibited by applicable Law, use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Entities or other Persons, to obtain or cause to be obtained all authorizations, consents (including all Required Consents and Required Assignments), waivers, approvals, permits or orders from Governmental Entities or other Persons, and to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as promptly as reasonably practicable following the date (and in any event, within five (5) Business Days) of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article 6) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. All HSR Act filing fees will be paid one-half by Buyer and one-half by Parent. Each party hereto shall make one or more appropriate filings, if necessary, pursuant to the HSR Act (which filings shall specifically request early termination of the waiting period prescribed by the HSR Act) with respect to the transactions contemplated by this Agreement promptly (and in any event, within five (5) Business Days) after the date of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act; provided, however, that none of Buyer or any of its Affiliates shall be required under any circumstances to: (i) sell, license or otherwise dispose of, or hold separate and agreeing to sell, license or otherwise dispose of (A) any entities, assets or facilities of any Company before or after the Closing or (B) any entity, facility or asset of Buyer or its Affiliates before or after the Closing; (ii) terminate, amend or assign existing relationships and contractual rights and obligations; or (iii) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other Contracts. Notwithstanding the foregoing, the parties hereto agree that the commercially reasonable efforts of the parties shall not include (1) the defense of any lawsuits or other legal Actions, whether judicial or administrative, that challenges this Agreement or the consummation of the transactions contemplated by this Agreement; or (2) any payment of any money or other consideration or the grant any other material accommodation or concession to any Person by Buyer or any of its Affiliates. 49.

Commercially Reasonable Efforts; Notices and Consents. (a) Subject to the terms and conditions of this Agreement, from the date of this Agreement Date until to the Closing, or the earlier termination of this Agreement pursuant to Article 7IX, each of the parties hereto shall, to the extent not prohibited by applicable Law, shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Entities Authorities or other Persons, to obtain or cause to be obtained all authorizations, consents (including all Required Consents and Required Assignments)consents, waivers, approvals, permits or orders from Governmental Entities Authorities or other Persons, and to use commercially reasonable efforts to do or cause to be done all other things necessary, proper or advisable, in order to consummate and make effective the Contemplated Transactions as promptly soon as reasonably practicable following the date (and in any event, within five (5) Business Days) of this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article 6Articles VII and VIII) and to allow the Business to be operated following the Closing in the same manner as it is operated prior to the Closing. All HSR Act filing fees will In furtherance and not in limitation of the foregoing, each of the parties shall prepare and file, or cause to be paid one-half by Buyer prepared and one-half by Parent. Each party hereto shall make one or more appropriate filingsfiled, if necessary, any required notification pursuant to the HSR Act (which filings shall specifically request early termination of the waiting period prescribed that is required to be made by the HSR Act) such party or its ultimate parent with respect to the transactions contemplated Contemplated Transactions and shall prepare and file, or cause to be prepared and filed, all other filings, submissions and registrations required to be made by this Agreement such party and its Affiliates under applicable Legal Requirements, in each case, as promptly as reasonably practicable after, and in no event more than ten (10) Business Days following, the date hereof. The parties shall furnish each other with all necessary information and cooperate with each other in connection with the preparation of such filings, submissions and registrations and seek to secure the expiration or termination of all applicable waiting periods under the HSR Act (and in any eventapplicable foreign antitrust or competition laws) and to obtain all such authorizations, within five (5) Business Days) after consents, waivers, approvals, permits and orders as soon as practicable following the date of this Agreement Agreement. The Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall supply as promptly as practicable provide each other reasonable opportunity to review and comment on any filing, submission, registration or other written communication to be given to, and consult with each other in advance of any meeting or conference with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with the efforts taken pursuant to this Section 6.01 or otherwise in connection with the Contemplated Transactions. If any investigation, inquiry or other Action, whether initiated by a Governmental Authority or a private party, arising out of or relating to any such filing, submission or registration or otherwise relating to the appropriate Contemplated Transactions is initiated or threatened, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall keep each other reasonably informed of any material communications and developments in connection therewith. In addition, to the extent permitted by the FTC, the DOJ and other relevant Persons, the Buyer Parties, on the one hand, and the Company and its Subsidiaries, on the other hand, shall give the other the opportunity to attend and participate in any meetings and conferences relating to such filings, submissions, registrations and Actions. The parties shall promptly respond to all inquires made by the FTC, DOJ and any other applicable Governmental Entities Authorities in connection with such filings, submissions or registrations or otherwise in connection with the Contemplated Transactions, and promptly provide to such Governmental Authorities any additional information and documentary material that may be requested pursuant under applicable Legal Requirements. If any objections are raised or asserted with respect to the HSR ActContemplated Transactions under any Legal Requirement or if any Action is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the Contemplated Transactions as being in violation of any applicable Legal Requirement or which would otherwise prevent, impede or delay the consummation of the Contemplated Transactions, the parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to permit consummation of the Contemplated Transactions as soon as reasonably practicable; provided, howeverthat no party shall be required to, that none and neither the Company nor any of Buyer its Subsidiaries shall (without the prior written consent of Parent), enter into any agreements or commitments or take any other actions to resolve any such objections or Actions if such agreement, commitment or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of any of the Contemplated Transactions, (ii) result in any of the Contemplated Transactions being rescinded following the Closing, (iii) limit or otherwise adversely affect the right of Parent (or any Affiliate thereof) to directly or indirectly own or vote any Company Shares, control the Company or any of its Affiliates shall be required under Subsidiaries or operate all or any circumstances to: portion of the Business or (iiv) sellrequire or compel the Company and its Subsidiaries, license Parent or otherwise dispose of, or hold separate and agreeing any Affiliate of Parent to sell, license or otherwise dispose of (A) any entities, assets or facilities of any Company before or after the Closing or (B) any entity, facility or asset of Buyer or its Affiliates before or after the Closing; (ii) terminate, amend or assign existing relationships and contractual rights and obligations; or (iii) amend, assign or terminate existing licenses or other agreements or enter into new licenses or other Contracts. Notwithstanding the foregoing, the parties hereto agree that the commercially reasonable efforts of the parties shall not include (1) the defense of any lawsuits or other legal Actions, whether judicial or administrative, that challenges this Agreement or the consummation of the transactions contemplated by this Agreement; or (2) any payment of any money or other consideration or the grant any other material accommodation or concession to any Person by Buyer all or any portion of its Affiliates. 49properties or assets.