Common use of Consents and Reasonable Efforts Clause in Contracts

Consents and Reasonable Efforts. (a) Parent, Holdings and C&A Products shall, as promptly as practical, use all commercially reasonable efforts (unless otherwise stated herein) to satisfy the conditions to Closing set forth in Article VI and consummate the transactions contemplated by this Agreement, including obtaining any required Consents. Parent, Holdings and C&A Products shall furnish to each other such information and assistance as the other may reasonably request in connection with required filings, applications and Consents, and they shall keep each other advised of the progress of making all such filings, applications and Consents. (b) Parent, Holdings and C&A Products shall use all commercially reasonable efforts to terminate the guarantees by Parent or any Non-Bison Subsidiary of obligations of Bison Subsidiaries identified in Section 5.4(b) of the Disclosure Schedule (the "Guarantees") and arrange for C&A Products to assume the obligations of Parent under the Guarantees as soon as possible after the Closing Date. If the obligations under any Guarantee relating to Balance Sheet Indebtedness of a Bison Subsidiary has not been assumed by C&A Products or a Subsidiary of C&A Products as of the date thirty days after the Closing Date, Holdings and C&A Products shall, within sixty days after the Closing Date, pay or cause to be paid all such indebtedness covered by the Guarantee in a manner which will permit Parent to promptly thereafter terminate the Guarantee. If any Guarantee shall be in effect after Closing, Holdings and C&A Products shall pay or cause to be paid all debt covered by the Guarantee as the same shall become due and payable, and shall indemnify and hold Parent and any Non-Bison Subsidiary harmless with respect to any payments made by Parent or any Non-Bison Subsidiary pursuant to any Guarantee, provided, that such payments have been made in good faith. (c) Parent, Holdings and C&A Products shall use all commercially reasonable efforts to cause the Contracts identified in Section 5.4(c) of the Disclosure Schedule to be assigned to, and assumed by, C&A Products or one or more of its Subsidiaries (including the Bison Subsidiaries), and to cause Parent and the Non-Bison Subsidiaries to be released from any further obligations thereunder, on or before the Closing Date. In the event that Parent or a Non-Bison Subsidiary is required to guarantee, or otherwise remain liable for, the performance by C&A Products or any of its Subsidiaries (including the Bison Subsidiaries) of any such Contract following the assignment to, and assumption by, C&A Products or its Subsidiaries of such Contract, (i) on or before the Closing Date, Parent shall deliver to C&A Products a list of such Contracts and any corresponding guarantee and (ii) C&A Products or a Subsidiary of C&A Products shall indemnify Parent and the Non-Bison Subsidiaries from and against and in respect of any and all Losses incurred by Parent or a Non-Bison Subsidiary to the extent relating to or arising out of any such guarantee. (d) Prior to the Closing, Parent shall, and shall cause its Subsidiaries and their respective Representatives to, provide reasonably requested support to Holdings and C&A Products in connection with the marketing efforts related to obtaining the financing contemplated by the Debt Commitment Letters. In addition, Parent shall request that E&Y provide a comfort letter of the type customarily required by underwriters in connection with the financing contemplated by the Debt Commitment Letters.

Consents and Reasonable Efforts. (a) Parent, Holdings and C&A Products shall, as promptly as practical, use all commercially reasonable efforts (unless otherwise stated herein) to satisfy the conditions to Closing set forth in Article VI and consummate the transactions contemplated by this Agreement, including obtaining any required Consents. Parent, Holdings and C&A Products shall furnish to each other such information and assistance as the other may reasonably request in connection with required filings, applications and Consents, and they shall keep each other advised of the progress of making all such filings, applications and Consents. (b) Parent, Holdings and C&A Products shall use all commercially reasonable efforts to terminate the guarantees by Parent or any Non-Bison Subsidiary of obligations of Bison Subsidiaries identified in Section 5.4(b) of the Disclosure Schedule (the "Guarantees") and arrange for C&A Products to assume the obligations of Parent under the Guarantees as soon as possible after the Closing Date. If the obligations under any Guarantee relating to Balance Sheet Indebtedness of a Bison Subsidiary has not been assumed by C&A Products or a Subsidiary of C&A Products as of the date thirty days after the Closing Date, Holdings and C&A Products Products, jointly and severally, shall, within sixty days after the Closing Date, pay or cause to be paid all such indebtedness covered by the Guarantee in a manner which will permit Parent to promptly thereafter terminate the Guarantee. If any Guarantee shall be in effect after Closing, Holdings and C&A Products Products, jointly and severally, shall pay or cause to be paid all debt covered by the Guarantee as the same shall become due and payable, and shall indemnify and hold Parent and any Non-Bison Subsidiary harmless with respect to any payments made by Parent or any Non-Bison Subsidiary pursuant to any Guarantee, provided, that such payments have been made in good faith. (c) Parent, Holdings and C&A Products shall use all commercially reasonable efforts to cause the Contracts identified in Section 5.4(c) of the Disclosure Schedule (other than Contracts with customers of Bison Subsidiaries in the name of a Textron Affiliate other than a Bison Subsidiary) to be assigned to, and assumed by, C&A Products or one or more of its Subsidiaries (including the Bison Subsidiaries), and to cause Parent and the Non-Bison Subsidiaries to be released from any further obligations thereunder, on or before the Closing Date. In the event that Parent or a Non-Bison Subsidiary is required to guarantee, or otherwise remain liable for, the performance by C&A Products or any of its Subsidiaries (including the Bison Subsidiaries) of any such Contract following the assignment to, and assumption by, C&A Products or its Subsidiaries of such Contract, (i) on or before the Closing Date, Parent shall deliver to C&A Products a list of such Contracts and any corresponding guarantee and (ii) C&A Products or a Subsidiary of C&A Products shall indemnify Parent and the Non-Bison Subsidiaries from and against and in respect of any and all Losses incurred by Parent or a Non-Bison Subsidiary to the extent relating to or arising out of any such guarantee. (d) Prior to the Closing, Parent shall, and shall cause its Subsidiaries and their respective Representatives to, provide reasonably requested support to Holdings and C&A Products in connection with the marketing efforts related to obtaining the financing contemplated by the Debt Commitment Letters. In addition, Parent shall request that E&Y provide a comfort letter of the type customarily required by underwriters in connection with the financing contemplated by the Debt Commitment Letters.

Consents and Reasonable Efforts. (a) Parent, Holdings Parent and C&A Products Purchaser shall, as promptly as practical, use all commercially reasonable efforts (unless otherwise stated herein) to satisfy the conditions to Closing set forth in Article VI V and consummate the transactions contemplated by this Agreement, including filing required notices and applications with Governmental Authorities and obtaining any required Consents. Parent, Holdings Parent and C&A Products Purchaser shall furnish to each other such information and assistance as the other may reasonably request in connection with required filings, applications and Consents, and they shall keep each other advised of the progress of making all such filings, applications and Consents. (b) Parent, Holdings Parent and C&A Products Purchaser shall use all commercially reasonable efforts (i) to terminate the guarantees guarantees, letters of credit, indemnity or contribution agreements, support agreements, insurance surety bonds or other similar agreements identified in Section 4.4(b)(i) of the Disclosure Schedule entered into by Parent or any of its Affiliates other than the FS Subsidiaries (the "Non-Bison Subsidiary FS Affiliates") in favor of obligations any third party guaranteeing or assuring such third party of Bison Subsidiaries the payment of any actual or potential liability or the performance of any actual or potential obligation of any FS Subsidiary, the FS Business or any FS Investment (the "Guarantees"), (ii) to cause Parent and its Non-FS Affiliates to be released from all liability under or in respect of the Real Property Leases identified in Section 5.4(b4.4(b)(ii) of the Disclosure Schedule (the "GuaranteesSpecified Real Property Leases") and the personal property leases specified in Section 4.4(b)(ii) of the Disclosure Schedule (the "Specified Personal Property Leases," and together with the Specified Real Property Leases, the "Specified Leases"), and (iii) to arrange for C&A Products Purchaser to assume the obligations of Parent and any Non-FS Affiliate under the Guarantees and Specified Leases as soon as possible after of the Closing Date. If any Guarantee or the obligations of Parent or any of its Non-FS Affiliates under or in respect of any Guarantee relating to Balance Sheet Indebtedness Specified Lease shall not be released on or before the six (6) month anniversary of a Bison Subsidiary has not been assumed by C&A Products or a Subsidiary of C&A Products as of the date thirty days after the Closing Date, Holdings Purchaser shall make the fee payments provided for in Section 4.4(d) in respect of such Guarantee or Specified Lease in respect of the period from the six (6) month anniversary of the Closing Date until the earlier of (x) the release of the obligations of Parent and C&A Products shallits Non-FS Affiliates in respect of such Guarantee or Specified Lease and (y) the time Purchaser shall have obtained and delivered to Parent letters of credit in favor of Parent and its Non-FS Affiliates, within sixty days after as applicable, on terms and conditions and from financial institutions, which in each case are reasonably satisfactory to Parent, with respect to the obligations of Parent and its Non-FS Affiliates under each such Guarantee and Specified Lease. Purchaser shall provide to Parent and its Non-FS Affiliates the letters of credit described in clause (y) of the preceding sentence no later than the eighteen (18) month anniversary of the Closing Date. In all events, pay or cause to be paid all such indebtedness covered by from and after the Guarantee in a manner which will permit Parent to promptly thereafter terminate the Guarantee. If any Guarantee shall be in effect after Closing, Holdings and C&A Products Purchaser (1) shall pay or cause to be paid all debt amounts covered by the any Guarantee or due under any Specified Lease as the same shall become due and payable, and shall indemnify and hold Parent and any its Non-Bison Subsidiary FS Affiliates harmless with respect to any payments made or Losses incurred by Parent or any its Non-Bison Subsidiary pursuant FS Affiliates under or in respect of any Guarantee or Specified Lease and (2) shall not, and shall cause its Subsidiaries (including the FS Subsidiaries) not to, amend, modify or assign, or extend or renew the term of, any Specified Lease or of any actual or potential liability or obligation that is the subject of any Guarantee (a "Guaranteed Obligation"), or permit any Guaranteed Obligation or Specified Lease to be modified, amended or assigned, in a manner which results or would be reasonably expected to result in any Guaranteeadditional liability to Parent or its Non-FS Affiliates, providedor the term of any Guaranteed Obligation or Specified Lease to be extended or renewed, that such payments have been made unless concurrently therewith Parent and its Non-FS Affiliates are released from any and all further obligation in good faithrespect thereof. (c) Parent, Holdings Parent and C&A Products Purchaser shall use all commercially reasonable efforts to cause the Contracts identified in Section 5.4(c4.4(c) of the Disclosure Schedule to be assigned to, and assumed by, C&A Products Purchaser or one or more of its Subsidiaries (including the Bison FS Subsidiaries), and to cause Parent and the its Non-Bison Subsidiaries FS Affiliates to be released from any further obligations thereunder, on or before the Closing Date. Parent and Purchaser acknowledge that certain Contracts identified in Section 4.4(c) of the Disclosure Schedule may not, by their own terms or under applicable Law, be transferable or assignable without obtaining third-party consents, approvals or waivers (such Contracts and associated liabilities are collectively referred to herein as "Unassignable Contracts"). Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign, or an assignment of, any Unassignable Contract if an attempted transfer or assignment thereof, without the consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Purchaser or any of its Subsidiaries (including the FS Subsidiaries) of any Unassignable Contract or any claim or right or any benefit arising thereunder or resulting therefrom which shall require the consent of any third party, shall be made subject to such consent being obtained. If any such consent is not obtained or if such transfer or assignment is not permitted irrespective of consent prior to the Closing, Parent shall, and shall cause its Non-FS Subsidiaries to, after the Closing, assist Purchaser with obtaining for Purchaser and the FS Subsidiaries the rights and benefits under any such Contract, including enforcement for the benefit of Purchaser and the FS Subsidiaries of any and all rights of Parent or the Non-FS Subsidiaries against any other party arising out of any breach or cancellation of any such Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or any FS Subsidiary or as Purchaser shall otherwise reasonably require; provided, however, that such cooperation shall not include any requirement on the part of Parent or any of its Non-FS Subsidiaries to expend money, commence or participate in any litigation or offer or grant any material (in the context of such Contract) accommodation (financial or otherwise) to any third party. In the event that Parent or a any of its Non-Bison Subsidiary FS Affiliates is required to guarantee, or otherwise remain liable for, the performance by C&A Products Purchaser or any of its Subsidiaries (including the Bison FS Subsidiaries) of any such Unassignable Contract following the assignment toClosing, (i) Purchaser agrees to perform, at no cost to Parent and assumption byits Non-FS Affiliates, C&A Products the obligations of Parent and its Non-FS Affiliates under or its Subsidiaries of in connection with any such guarantee or Unassignable Contract, (iii) on or before the Closing Date, Parent shall deliver to C&A Products Purchaser a list of such Contracts and any corresponding guarantee and Unassignable Contracts, (iiiii) C&A Products or a Subsidiary of C&A Products Purchaser shall indemnify Parent and the its Non-Bison Subsidiaries FS Affiliates from and against and in respect of any and all Losses incurred by Parent or a any of its Non-Bison Subsidiary FS Affiliates to the extent relating to or arising out of any such guaranteeguarantee or Unassignable Contract, and (iv) neither Purchaser nor any of its Subsidiaries shall amend, modify or assign, or extend or renew the term of, any such Unassignable Contract, or permit any such Unassignable Contract to be modified, amended or assigned, in a manner which results or would be reasonably expected to result in any additional liability to Parent or its Non-FS Affiliates, or the term of any such Unassignable Contract to be extended or renewed, unless concurrently therewith Parent and its Non-FS Affiliates are released from any and all further obligation in respect of such guarantee or Unassignable Contract. (d) Prior If Parent or any of its Non-FS Affiliates has not been released from all obligations in respect of a Guarantee or Specified Lease by the six (6) month anniversary of the Closing Date, Purchaser shall pay to Parent a fee in respect of such Guarantee or Specified Lease for the period from and after such six (6) month anniversary of the Closing Date in an amount equal to (1) the amount of such Guarantee or, in the case of a Specified Lease, the aggregate amount of the remaining obligations of Parent and its Non-FS Affiliates under or in respect of such Specified Lease, multiplied by (2) the Fee Payment Interest Rate. The fee payments provided for in this Section 4.4(d) in respect of a Guarantee or Specified Lease shall continue until the earlier of (x) the release of the obligations of Parent and its Non-FS Affiliates in respect of such Guarantee or Specified Lease and (y) the time Purchaser shall have obtained and delivered to Parent a letter of credit in respect of such Guarantee or Specified Lease in compliance with Section 4.4(b). Such fee shall be paid on the last day of each month by wire transfer of immediately available funds to one or more accounts designated by Parent in writing. (e) In the event that any of the Guarantees identified in Section 4.4(e) of the Disclosure Schedule (collectively, the "Section 4.4(e) Guarantees") has not been terminated or replaced as of the Closing Date, Purchaser shall obtain and deliver to Parent at the Closing one or more letters of credit in favor of Parent and its Non-FS Affiliates, as applicable, on terms and conditions and from financial institutions, which in each case are reasonably satisfactory to Purchaser, to service the obligations of Parent and its Non-FS Affiliates under each such Section 4.4(e) Guarantee; provided, however, that Purchaser shall not be required by this Section 4.4(e) to provide letters of credit in an aggregate amount greater than thirteen million six hundred thousand dollars ($13,600,000). (f) Purchaser shall provide to Parent in writing no later than twenty (20) days prior to Closing a list of the Designated Purchaser Subsidiaries. (g) To the extent any FS Subsidiaries have guaranteed obligations of Parent or its Non-FS Affiliates, (i) Parent shall use all commercially reasonable efforts to have such obligations released on or prior to the Closing, (ii) Parent shalland its Non-FS Subsidiaries shall indemnify the FS Subsidiaries from and against and in respect of any and all Losses incurred by such FS Subsidiaries to the extent relating to or arising out of any such guaranteed obligations, and (iii) neither Parent nor any of its Non-FS Subsidiaries shall cause amend, modify or assign, or extend or renew the term of, any such guaranteed obligation of Parent or its Subsidiaries and their respective Representatives toNon-FS Affiliates, provide or permit any such guaranteed obligation of Parent or its Non-FS Affiliates to be modified, amended or assigned in a manner which results or would reasonably requested support be expected to Holdings and C&A Products result in connection with the marketing efforts related any additional material liability to obtaining the financing contemplated by the Debt Commitment Letters. In addition, Parent shall request that E&Y provide a comfort letter of the type customarily required by underwriters in connection with the financing contemplated by the Debt Commitment Letterssuch FS Subsidiaries.

Consents and Reasonable Efforts. (a) ParentAs soon as practicable, Holdings LLC and C&A Products shallAMD ------------------------------- shall make all filings required under the HSR Act. In addition, LLC and AMD will each furnish all information as promptly as practical, use all commercially reasonable efforts (unless otherwise stated herein) to satisfy may be required by any state regulatory agency properly asserting jurisdiction or by the conditions to Closing set forth Federal Trade Commission and the United States Department of Justice under the HSR Act in Article VI and consummate order that the requisite approvals for the transactions contemplated by this Agreement, including obtaining hereby be obtained or to cause any required Consentsapplicable waiting periods to expire. Parent, Holdings AMD and C&A Products the Company shall furnish each pay half of the $45,000 initial filing fee under the HSR Act. AMD shall use its Reasonable Efforts to each other such information and assistance as obtain prior to the other may reasonably request in connection with required filings, applications and Closing Date the Required Consents, and they shall keep each any other advised consents, approvals, authorizations and agreements of and to give all notices and make all other filings with, any third parties, including Governmental Authorities, necessary to authorize, permit or approve the consummation of the progress of making all such filingstransactions contemplated hereby. In addition, applications subject to the terms and Consents. (b) Parentconditions herein provided, Holdings and C&A Products shall use all commercially reasonable efforts to terminate the guarantees by Parent or any Non-Bison Subsidiary of obligations of Bison Subsidiaries identified in Section 5.4(b) each of the Disclosure Schedule (the "Guarantees") parties hereto covenants and arrange for C&A Products agrees to assume the obligations of Parent under the Guarantees as soon as possible after the Closing Date. If the obligations under any Guarantee relating use its Reasonable Efforts to Balance Sheet Indebtedness of a Bison Subsidiary has not been assumed by C&A Products or a Subsidiary of C&A Products as of the date thirty days after the Closing Datetake, Holdings and C&A Products shall, within sixty days after the Closing Date, pay or cause to be paid taken, all such indebtedness covered by the Guarantee in a manner which will permit Parent to promptly thereafter terminate the Guarantee. If any Guarantee shall be in effect after Closingaction or do, Holdings and C&A Products shall pay or cause to be paid done, all debt covered by things necessary, proper or appropriate to consummate and make effective the Guarantee as the same shall become due transactions contemplated hereby and payable, and shall indemnify and hold Parent and any Non-Bison Subsidiary harmless with respect to any payments made by Parent or any Non-Bison Subsidiary pursuant to any Guarantee, provided, that such payments have been made in good faith. (c) Parent, Holdings and C&A Products shall use all commercially reasonable efforts to cause the Contracts identified in Section 5.4(c) fulfillment of the Disclosure Schedule to be assigned toparties' obligations hereunder. AMD and the Company shall also use their Reasonable Efforts (before, and assumed byas reasonably necessary after, C&A Products or one or more the Closing) to obtain consents (the "Contract Consents") to assign the ----------------- contracts set forth on Schedule 5.4 pursuant to the Reorganization Agreement in such a manner as to reasonably minimize any increases in ongoing royalty payments pursuant to such contracts. AMD shall pay the first $500,000 of its Subsidiaries (including any Consent Payments, the Bison Subsidiaries)Company shall pay the second $500,000 of any Consent Payments, and AMD shall pay any Consent Payments in excess of $1,000,000. For purposes of this Section, "Consent Payments" shall mean any one-time payments ---------------- to cause Parent and obtain the Non-Bison Subsidiaries to be released from any further obligations thereunderContract Consents (but excluding ongoing payments, on or before the Closing Date. In the event that Parent or a Non-Bison Subsidiary is required to guarantee, or otherwise remain liable for, the performance by C&A Products or any of its Subsidiaries (including the Bison Subsidiaries) of any such Contract following the assignment to, and assumption by, C&A Products or its Subsidiaries of such Contract, (i) on or before the Closing Date, Parent shall deliver to C&A Products a list of such Contracts and any corresponding guarantee and (ii) C&A Products or a Subsidiary of C&A Products shall indemnify Parent and the Non-Bison Subsidiaries from and against and in respect of any and all Losses incurred by Parent or a Non-Bison Subsidiary to the extent relating to or arising out of any such guaranteeas royalty payments). (d) Prior to the Closing, Parent shall, and shall cause its Subsidiaries and their respective Representatives to, provide reasonably requested support to Holdings and C&A Products in connection with the marketing efforts related to obtaining the financing contemplated by the Debt Commitment Letters. In addition, Parent shall request that E&Y provide a comfort letter of the type customarily required by underwriters in connection with the financing contemplated by the Debt Commitment Letters.