Cooperation; Notices and Consents. (a) Subject to Sellers’ rights to solicit and consummate a Competing Transaction to the extent permitted by Section 5.4, and except as otherwise set forth herein, each of the Parties will use its commercially reasonable efforts to take all action and to do all things necessary in order to consummate and make effective the transactions contemplated by this Agreement and the Related Agreements on or prior to the Closing Date.
(b) To the extent required by the Bankruptcy Code or the Bankruptcy Court, Sellers shall give any notices to third parties, and each of Sellers shall use its commercially reasonable efforts to obtain any third-party consents or sublicenses as is necessary or appropriate to consummate the transactions contemplated in this Agreement.
(c) Sellers and Buyer shall cooperate with one another in promptly (i) determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any applicable Law in connection with this Agreement and the transactions contemplated hereby, and (ii) making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers.
Cooperation; Notices and Consents. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use its 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 in doing, all things necessary, proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby.
(b) Without limiting the generality of the foregoing, no Party shall take any action, or permit any of its Subsidiaries to take any action, to materially diminish the ability of any Party to consummate, or materially delay any Party’s ability to consummate, the transactions contemplated hereby, including any action that is intended or would reasonably be expected to result in any of the conditions to any Party’s obligations to consummate the transactions contemplated hereby set forth in Article VII to not be satisfied.
(c) Prior to each Applicable Closing, each of the Parties shall use its 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 Party in doing, all things reasonably necessary, proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby (including by giving, or causing to be given, any notices to, making any filings with, and using commercially reasonable efforts to obtain all third party consents (including consents to transfer Permits) as are necessary and appropriate to consummate the transactions contemplated hereby). Without limiting the generality of the foregoing:
(i) each Seller shall use its commercially reasonable efforts to obtain the consents set forth on Section 3.4 of the Disclosure Schedule; provided, however, that (x) except as otherwise agreed between the Parties, Sellers shall control all correspondence and negotiations with third parties regarding any such matters (subject to the provisions of Section 5.6(a)), (y) no Seller nor any of their respective Subsidiaries or Affiliates shall be required to pay any consideration therefor or incur any additional obligations with respect thereto and (z) Sellers shall not be obligated to initiate any Proceedings to obtain such consent or approval; and
(ii) Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and...
Cooperation; Notices and Consents
