Common use of Consents; Further Assurances Clause in Contracts

Consents; Further Assurances. (a) Subject to, and not in limitation of, Section 5.4, Seller, on the one hand, and Acquiror, on the other hand, shall cooperate and use its respective commercially reasonable efforts to fulfill as promptly as practicable the conditions to Closing in this Agreement to the extent it has the ability to control the satisfaction of such conditions. Without limiting the generality of the foregoing, Seller, on the one hand, and Acquiror, on the other hand, shall each, with the reasonable cooperation of the other(s), use commercially reasonable efforts to obtain and maintain all Seller Consents and Acquiror Consents, respectively. If, notwithstanding the exercise of their commercially reasonable efforts and compliance with this Section 5.3 and Section 5.4, Seller is unable to obtain one or more of the Seller Consents, Seller shall reasonably cooperate with Acquiror's efforts to obtain each such Seller Consent for a period of 12 months following the Closing. (b) Nothing contained in this Agreement shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys' fees, filing fees or other normal costs of doing business), the giving of any other consideration by Acquiror, the Company or the Subsidiaries or any adjustment to the Final Consideration with respect to seeking any Seller Consents or Acquiror Consents or any regulatory approvals pursuant to Section 5.4. (c) Each party shall execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable to evidence, consummate or implement expeditiously the Transaction. (d) As soon as reasonably practicable after the receipt by Seller of a written request by Acquiror, but in no event later than five Business Days following receipt of such request, Seller shall cause the Company to, at Acquiror's option, give proper contingent notice under the Indenture of the Company's intent to redeem the Notes on the Closing Date (or a date that is up to five Business Days following the Closing Date) and to take all other necessary and desirable actions in accordance with the Indenture to permit the redemption of the Notes on such date. Such notice will be subject to the review and approval of Acquiror, and Seller shall cause the Company to revoke such notice at the direction of Acquiror upon not less than two Business Days' written notice. Acquiror shall reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or the Company in connection with the redemption of the Notes and will be responsible for the payment of all payments with respect to any redemption, including the principal amount of the Notes (and the accrued interest thereon), any redemption payment with respect thereto, and any premium to be paid in excess of the principal amount of the Notes (and the accrued interest thereon) to be redeemed. Acquiror shall indemnify and hold harmless Seller, the Company, the Subsidiaries and their respective directors, officers, employees, affiliates, advisors, agents or Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any actions taken pursuant to this Section 5.3(d); provided that the foregoing indemnity will not, as to any indemnified person, apply to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties to the extent that they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, willful misconduct or fraud of such indemnified person or (y) Seller's failure to cause the Company to revoke, at the direction of Acquiror upon not less than two Business Days' written notice, any redemption notice given in accordance with this Section 5.3(d).

Consents; Further Assurances. (a) Subject to, and not in limitation of, Section 5.4, Seller, on Each of the one hand, and Acquiror, on the other hand, Parties shall cooperate and use its respective all commercially reasonable efforts to fulfill take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required as a condition to the conditions to Closing in consummation of the transactions contemplated by this Agreement pursuant to the extent it has the ability to control the satisfaction of such conditions. Without limiting the generality of the foregoing, Seller, on the one handArticle VII and (ii) promptly make all necessary filings, and Acquiror, on the thereafter make any other hand, shall eachrequired submissions, with the reasonable cooperation of the other(s), use commercially reasonable efforts respect to obtain and maintain all Seller Consents and Acquiror Consents, respectively. If, notwithstanding the exercise of their commercially reasonable efforts and compliance with this Section 5.3 and Section 5.4, Seller is unable to obtain one or more of the Seller Consents, Seller shall reasonably cooperate with Acquiror's efforts to obtain each such Seller Consent for a period of 12 months following the Closing.Agreement required under any applicable Law (b) Nothing contained in this Agreement From time to time, as and when requested by any party, the other parties shall require the expenditure execute and deliver, or payment of any funds (other than in respect of normal cause to be executed and usual attorneys' feesdelivered, filing fees all such documents and instruments and shall take, or cause to be taken, all such further or other normal costs of doing business)actions, as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated hereby, including without limitation, the giving of Seller shall assist the Purchaser in obtaining any other consideration by Acquiror, the Company or the Subsidiaries or any adjustment to the Final Consideration Licenses required with respect to seeking any Seller Consents the Messaging Business or Acquiror Consents or any regulatory approvals pursuant to Section 5.4the Transferred Assets that are not transferable. (c) Each party Seller shall execute and use its commercially reasonable efforts to deliver such other documents, certificates, agreements and other writings all notices and to take such other commercially reasonable actions as may be necessary or desirable to evidence, consummate or implement expeditiously the Transaction. (d) As soon as reasonably practicable after the receipt by Seller of a written request by Acquiror, but in no event later than five Business Days following receipt of such request, Seller shall cause the Company to, at Acquiror's option, give proper contingent notice obtain all consents required under the Indenture Material Contracts, and, to the extent reasonably requested by the Purchaser, other Assigned Contracts specifically identified by the Purchaser, for the consummation of the Company's intent transactions contemplated by the Agreement and the Transaction Documents. With respect to redeem each Assigned Contract that requires third-party consent for assignment that has not been obtained by the Notes on Seller as of Closing Date, the Seller and the Purchaser shall each use reasonable efforts for a reasonable period of time following the Closing Date (to provide that the Purchaser receives the benefits under such Assigned Contract and performs or a date that is up to five Business Days following satisfies the Closing Date) and to take all other necessary and desirable actions in accordance with the Indenture to permit the redemption of the Notes on such date. Such notice will be subject corresponding obligations relating to the review and approval enjoyment of Acquiror, and Seller shall cause the Company to revoke such notice at the direction of Acquiror upon not less than two Business Days' written notice. Acquiror shall reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or the Company in connection with the redemption of the Notes and will be responsible for the payment of all payments with respect to any redemption, including the principal amount of the Notes (and the accrued interest thereon), any redemption payment with respect thereto, and any premium to be paid in excess of the principal amount of the Notes (and the accrued interest thereon) to be redeemed. Acquiror shall indemnify and hold harmless Seller, the Company, the Subsidiaries and their respective directors, officers, employees, affiliates, advisors, agents or Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any actions taken pursuant to this Section 5.3(d); provided that the foregoing indemnity will not, as to any indemnified person, apply to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties benefits to the extent that they are found in a final, non-appealable judgment of a court of competent jurisdiction to the Purchaser would have resulted from (x) the gross negligence, willful misconduct or fraud of been responsible for such indemnified person or (y) Seller's failure to cause the Company to revoke, at the direction of Acquiror upon not less than two Business Days' written notice, any redemption notice given in accordance with this Section 5.3(d)obligations if such consent had been obtained.

Consents; Further Assurances. (a) Subject 6.5.1 The Sellers and OEP shall, and shall cause the Business Entities to, and not in limitation of, Section 5.4, Seller, on the one handuse all commercially reasonable efforts, and AcquirorReuters shall cooperate with such efforts, on to take, or cause to be taken, all actions, and to obtain, or cause to be obtained, the other handauthorizations, approvals, orders, licenses, permits, franchises or consents of all third parties or Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. The Purchasers shall, and shall cause their Affiliates to, use all commercially reasonable efforts, and the Sellers and OEP shall cooperate with such efforts, to take, or cause to be taken, all actions, and to obtain, or cause to be obtained, the authorizations, approvals, orders, licenses, permits, franchises or consents of all third parties or Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement. 6.5.2 From time to time, whether before, at or following the Closing, each of Reuters and the Sellers shall, and, in each case, shall cooperate and use its cause their respective Affiliates to, make all commercially reasonable efforts to fulfill take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable, including as required by applicable Laws, (A) to assure fully to Back to Contents the Purchasers and their successors or permitted assigns that all of Transferred Assets and Transferred Liabilities intended to be conveyed to or assumed by the Purchasers under this Agreement and (B) to assure fully to the Sellers, and their respective successors and permitted assigns, the maintenance by the Sellers of the Excluded Assets and the assumption by the Purchasers of the Transferred Liabilities intended to be assumed by the Purchasers under this Agreement, and to otherwise make effective as promptly as practicable the conditions to Closing transactions contemplated herein. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Transferred Asset, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained. The Sellers and OEP shall use all commercially reasonable efforts to cooperate with Reuters at its request in endeavoring to obtain such consents promptly. The Purchasers shall use all commercially reasonable efforts to cooperate with the Sellers and OEP at their request in endeavoring to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the extent it has assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the ability to control Closing Date, by the satisfaction of such conditionsSellers in trust for the Purchasers and the covenants and obligations thereunder shall be performed by the Purchasers in the Sellers’ names and all benefits and obligations existing thereunder shall be for Purchasers’ account. Without limiting the generality of the foregoing, Seller, on the one hand, and Acquiror, on the other hand, The Sellers shall each, with the reasonable cooperation of the other(s), use commercially reasonable efforts to obtain take or cause to be taken at the Sellers’ expense such actions in their names or otherwise as Reuters may reasonably request so as to provide the Purchasers with the benefits of the Nonassignable Assets and maintain to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and the Sellers shall promptly pay over to the applicable Purchaser all Seller Consents money or other consideration received by them in respect of all Nonassignable Assets. As of and Acquiror Consentsfrom the Closing Date, respectivelythe Sellers on behalf of themselves authorize the Purchasers, to the extent permitted by applicable Law and the terms of the Nonassignable Assets to perform all the obligations and receive all the benefits of the Sellers under the Nonassignable Assets, and the Sellers appoint the applicable Purchaser their attorney-in-fact to act on behalf of the Sellers with respect thereto. IfIn addition to the foregoing, notwithstanding the exercise of their Sellers shall use commercially reasonable efforts to take or cause to be taken such other actions as may be reasonably requested by the Purchasers to put in place alternative arrangements, contractual or otherwise, that provide more effectively to the Purchasers the benefits of the Nonassignable Assets or otherwise address the impact of the failure to obtain the consent of any third party. 6.5.3 The Sellers shall, and shall cause their respective Subsidiaries to, use all commercially reasonable efforts to cause the Permits to be transferred to the Purchasers or, if any such Permits are not transferable, the Sellers shall assist the Purchasers in obtaining new Permits so that the Purchasers may operate each portion of the Business as of the Closing Date in compliance with this Section 5.3 and Section 5.4applicable Laws, Seller is unable including Environmental Laws. Back to obtain one or more of Contents 6.5.4 Subject to applicable Law, the Seller Consents, Seller Business Entities shall reasonably cooperate with Acquiror's efforts the Purchasers throughout the period from the date hereof to obtain each such Seller Consent the Closing Date in making preparations for a period the integration of 12 months the Business with the Purchasers’ operations, including to ensure continued operations of the Business Entities for the benefit of the Sellers’ customers, discussions with Distributors regarding relationships following the Closing. (b) Nothing contained in this Agreement shall require Closing and assessing and communicating with the expenditure or payment of any funds (other than in respect of normal Business Employees, and usual attorneys' fees, filing fees or other normal costs of doing business), otherwise reasonably cooperate with the giving of any other consideration by Acquiror, the Company or the Subsidiaries or any adjustment to the Final Consideration with respect to seeking any Seller Consents or Acquiror Consents or any regulatory approvals pursuant to Section 5.4. (c) Each party shall execute Purchasers and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable reasonably requested by the Purchasers in order to evidence, consummate or implement expeditiously the Transaction. (d) As soon as reasonably practicable after the receipt by Seller of a written request by Acquiror, but in no event later than five Business Days following receipt of such request, Seller shall cause the Company to, at Acquiror's option, give proper contingent notice under the Indenture effect an orderly transfer of the Company's intent to redeem Business and integration of the Notes on the Closing Date (or a date that is up to five Business Days following the Closing Date) and to take all other necessary and desirable actions in accordance with the Indenture to permit the redemption Purchasers’ operations with a minimum of the Notes on such date. Such notice will be subject disruption to the review and approval of AcquirorBusiness, and Seller shall cause the Company to revoke such notice at the direction of Acquiror upon not less than two Business Days' written notice. Acquiror shall reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or the Company in connection with the redemption of the Notes and will be responsible for the payment of all payments with respect to any redemption, including the principal amount of the Notes (Employees and the accrued interest thereon), any redemption payment with respect thereto, Purchasers’ operations and any premium to be paid in excess of the principal amount of the Notes (and the accrued interest thereon) to be redeemed. Acquiror shall indemnify and hold harmless Seller, the Company, the Subsidiaries and their respective directors, officers, employees, affiliates, advisors, agents or Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any actions taken pursuant to this Section 5.3(d); provided that the foregoing indemnity will not, as to any indemnified person, apply to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties to the extent that they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, willful misconduct or fraud of such indemnified person or (y) Seller's failure to cause the Company to revoke, at the direction of Acquiror upon not less than two Business Days' written notice, any redemption notice given in accordance with this Section 5.3(d).

Consents; Further Assurances. (a) Subject to, and not in limitation of, Section 5.45.6, each of Seller, on the one hand, and Acquiror, on the other hand, shall cooperate and use its respective commercially reasonable best efforts to fulfill as promptly as practicable the conditions to Closing in this Agreement to the extent it has the ability to control the satisfaction of such conditions. Without limiting the generality of the foregoing, Seller, on the one hand, and Acquiror, on the other hand, shall each, with the reasonable cooperation of the other(s)other, use commercially reasonable best efforts to obtain and maintain all Seller Consents and Acquiror Consents, respectively. If, notwithstanding the exercise of their commercially reasonable efforts and compliance with this Section 5.3 and Section 5.4, Seller is unable to obtain one or more of the Seller Consents, Seller shall reasonably cooperate with Acquiror's efforts to obtain each such Seller Consent for a period of 12 months following the Closing. (b) Nothing contained in this Agreement shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys' ’ fees, filing fees or other normal costs of doing business), the giving of any other consideration by Acquiror, Seller, the Company or the Subsidiaries Subsidiary or any adjustment to the Final Cash Consideration or the Equity Consideration with respect to seeking any Seller Consents or Acquiror Consents or any regulatory approvals pursuant to Section 5.4Consents. (c) Seller and Acquiror agree that, in the event that any Seller Consents necessary or desirable to preserve for the Company or the Subsidiary any right or benefit under any Contract is not obtained prior to the Closing, Seller will, subsequent to the Closing, cooperate with Acquiror, the Company and the Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Seller shall use its commercially reasonable efforts to provide the Company and the Subsidiary with the rights and benefits of the affected Contract for the term of such Contract, and, if Seller provides such rights and benefits, the Company and the Subsidiary shall assume, and shall reimburse Seller and its Affiliates for, all Liabilities, obligations and burdens thereunder or incurred by them in connection therewith. (d) Each party shall execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable to evidence, consummate or implement expeditiously the Transaction. (d) As soon as reasonably practicable after the receipt by Seller of a written request by Acquiror, but in no event later than five Business Days following receipt of such request, Seller shall cause the Company to, at Acquiror's option, give proper contingent notice under the Indenture of the Company's intent to redeem the Notes on the Closing Date (or a date that is up to five Business Days following the Closing Date) and to take all other necessary and desirable actions in accordance with the Indenture to permit the redemption of the Notes on such date. Such notice will be subject to the review and approval of Acquiror, and Seller shall cause the Company to revoke such notice at the direction of Acquiror upon not less than two Business Days' written notice. Acquiror shall reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or the Company in connection with the redemption of the Notes and will be responsible for the payment of all payments with respect to any redemption, including the principal amount of the Notes (and the accrued interest thereon), any redemption payment with respect thereto, and any premium to be paid in excess of the principal amount of the Notes (and the accrued interest thereon) to be redeemed. Acquiror shall indemnify and hold harmless Seller, the Company, the Subsidiaries and their respective directors, officers, employees, affiliates, advisors, agents or Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any actions taken pursuant to this Section 5.3(d); provided that the foregoing indemnity will not, as to any indemnified person, apply to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties to the extent that they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, willful misconduct or fraud of such indemnified person or (y) Seller's failure to cause the Company to revoke, at the direction of Acquiror upon not less than two Business Days' written notice, any redemption notice given in accordance with this Section 5.3(d).

Consents; Further Assurances. The parties shall use their reasonable best efforts to obtain any consent, authorization, order or approval of, or any exemption by, any Government Entity, or other third party, required to be obtained or made by such party in connection with the taking of any action contemplated by this Agreement (including, with respect to Chesapeake, the consents and approvals required from third parties relating to Commitments listed under Section 3.3(c) of the Chesapeake Disclosure Schedule), provided that AspenTech shall not be required to agree to any divestiture by AspenTech, Chesapeake or any of AspenTech's subsidiaries of shares of capital stock or of any business, assets or properties of AspenTech, Chesapeake or any of AspenTech's subsidiaries or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such stock, assets or properties. Each party shall use its reasonable best efforts to ensure that its representations and warranties herein remain true in all material respects and to obtain the satisfaction of the conditions specified in Section 8 of this Agreement and the consummation of the transactions contemplated hereby. AspenTech or Acquisition Corp. shall give prompt notice to Chesapeake and the Principal Stockholder, and Chesapeake or the Principal Stockholder shall give prompt notice to AspenTech and Acquisition Corp., of (a) Subject to, and not in limitation of, Section 5.4, Seller, on the one hand, and Acquiror, on the other hand, shall cooperate and use its respective commercially reasonable efforts occurrence or non-occurrence of any event that is likely to fulfill as promptly as practicable the conditions to Closing cause any representation or warranty of such notifying party contained in this Agreement to be untrue at or prior to the extent it has the ability to control the satisfaction of such conditions. Without limiting the generality of the foregoing, Seller, on the one hand, Closing Date and Acquiror, on the other hand, shall each, with the reasonable cooperation of the other(s), use commercially reasonable efforts to obtain and maintain all Seller Consents and Acquiror Consents, respectively. If, notwithstanding the exercise of their commercially reasonable efforts and compliance with this Section 5.3 and Section 5.4, Seller is unable to obtain one or more of the Seller Consents, Seller shall reasonably cooperate with Acquiror's efforts to obtain each such Seller Consent for a period of 12 months following the Closing. (b) Nothing contained in this Agreement shall require any failure of such notifying party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; the expenditure or payment delivery of any funds (other than in respect of normal notice pursuant to this sentence shall not limit or otherwise affect any remedies available to the parties receiving notice. At any time and usual attorneys' fees, filing fees or other normal costs of doing business)from time to time after the Closing, the giving of any parties agree to cooperate with each other consideration by Acquiror, the Company or the Subsidiaries or any adjustment to the Final Consideration with respect to seeking any Seller Consents or Acquiror Consents or any regulatory approvals pursuant to Section 5.4. (c) Each party shall execute and deliver such other documents, certificatesinstruments or transfer or assignment, agreements files, books and other writings records, and to take do all such other commercially reasonable actions further acts and things, as may be necessary or desirable reasonably required to evidence, consummate or implement expeditiously carry out the Transactiontransactions contemplated hereby. (d) As soon as reasonably practicable after the receipt by Seller of a written request by Acquiror, but in no event later than five Business Days following receipt of such request, Seller shall cause the Company to, at Acquiror's option, give proper contingent notice under the Indenture of the Company's intent to redeem the Notes on the Closing Date (or a date that is up to five Business Days following the Closing Date) and to take all other necessary and desirable actions in accordance with the Indenture to permit the redemption of the Notes on such date. Such notice will be subject to the review and approval of Acquiror, and Seller shall cause the Company to revoke such notice at the direction of Acquiror upon not less than two Business Days' written notice. Acquiror shall reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or the Company in connection with the redemption of the Notes and will be responsible for the payment of all payments with respect to any redemption, including the principal amount of the Notes (and the accrued interest thereon), any redemption payment with respect thereto, and any premium to be paid in excess of the principal amount of the Notes (and the accrued interest thereon) to be redeemed. Acquiror shall indemnify and hold harmless Seller, the Company, the Subsidiaries and their respective directors, officers, employees, affiliates, advisors, agents or Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with any actions taken pursuant to this Section 5.3(d); provided that the foregoing indemnity will not, as to any indemnified person, apply to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties to the extent that they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, willful misconduct or fraud of such indemnified person or (y) Seller's failure to cause the Company to revoke, at the direction of Acquiror upon not less than two Business Days' written notice, any redemption notice given in accordance with this Section 5.3(d).