Common use of Efforts; Consents; Regulatory and Other Authorizations Clause in Contracts

Efforts; Consents; Regulatory and Other Authorizations. Each Party shall use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, any Governmental Authority and other third parties (including the consents and filings described in this Section 6) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such Party’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each Party shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices and making such filings. The Parties made their respective filings required under the HSR Act on November 6, 2020. Each Party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Antitrust Laws and shall use reasonable best efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting period under the HSR Act and to obtain approvals, consents and other confirmations required pursuant to any other Antitrust Laws as soon as practicable. If any objections are asserted with respect to the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law, or if any action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller and the Companies shall use reasonable best efforts to promptly resolve such objections.

Efforts; Consents; Regulatory and Other Authorizations. (a) Each Party party hereto shall use its commercially reasonable best efforts efforts, at its own cost and expense, to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain all authorizations, consents, orders and approvals Consents of, and give all notices to and make all filings with, any all Governmental Authority Authorities and other third parties (including the consents and filings described in this Section 6) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreementhereby, including including, without limitation, those consents Consents set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule; , as applicable, (iii) lift or rescind any injunction or restraining order or other order Governmental Order adversely affecting the ability of the parties to this Agreement hereto to consummate the transactions contemplated by this Agreement; hereby, and (iv) fulfill all conditions to the obligations of such Party’s obligations parties under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each Party party hereto shall reasonably cooperate fully with the other parties to this Agreement hereto in promptly seeking to obtain all such authorizations, consents, orders and approvalsConsents, giving such notices notices, and making such filings. The Parties made their respective filings required under Notwithstanding the HSR Act on November 6, 2020. Each Party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant foregoing or anything to the HSR Act contrary set forth in this Agreement, in connection with obtaining such Consents from third parties, no party hereto shall be required to make payments (other than nominal filing or application fees), commence litigation or agree to modifications of the terms and conditions of any other applicable Antitrust Laws and agreements with third parties. The parties hereto shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required Consents. Without limiting the foregoing, each party hereto shall use its commercially reasonable best efforts to refrain from taking or omitting to take all other actions necessary any action that would reasonably be expected to, render any representation or desirable warranty of such party contained in Article V or Article VI, as applicable, materially inaccurate to cause the expiration or termination extent such material inaccuracy would result in a Material Adverse Effect as of the applicable waiting period under the HSR Act and to obtain approvals, consents and other confirmations required pursuant to any other Antitrust Laws as soon as practicable. If any objections are asserted with respect to the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law, or if any action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller and the Companies shall use reasonable best efforts to promptly resolve such objectionsClosing Date.

Efforts; Consents; Regulatory and Other Authorizations. Each Party (a) Subject to the terms and conditions of this Agreement, each party to this Agreement shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, any all Governmental Authority Authorities and other third parties (including the consents and filings described in this Section 6) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to the such Partyparty’s obligations under this Agreement, in each case such that all of . Subject to the actions described in clauses (i) through (iv) terms and conditions of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each Party Agreement, each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices notices, and making such filings. The Parties made their respective filings required under .Notwithstanding the HSR Act on November 6, 2020. Each Party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant foregoing or anything to the HSR Act contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of to the terms and conditions of any other applicable Antitrust Laws agreements with third parties, and no such modifications shall use reasonable best efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting period under the HSR Act and to obtain approvals, consents and other confirmations required pursuant be made to any other Antitrust Laws as soon as practicableContract of any Acquired Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. If any objections are asserted with respect Subject to the transactions contemplated by terms and conditions of this Agreement, the parties to this Agreement under the HSR Act or any other applicable Antitrust Law, or if shall not take any action that is instituted reasonably likely to have the effect of unreasonably delaying, impairing or threatened by impeding the receipt of any Governmental Authority required authorizations, consents, orders or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller and the Companies shall use reasonable best efforts to promptly resolve such objectionsapprovals.

Efforts; Consents; Regulatory and Other Authorizations. (a) Each Party party to this Agreement shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, any all Governmental Authority Authorities and other third parties (including the consents and filings described in this Section 6) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such Party’s party's obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each Party party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices notices, and making such filings. The Parties made their respective filings required under Notwithstanding the HSR Act on November 6, 2020. Each Party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant foregoing or anything to the HSR Act and any other applicable Antitrust Laws and contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall use reasonable best efforts be required to take all other actions necessary make payments, commence litigation or desirable agree to cause the expiration or termination modifications of the applicable waiting period under the HSR Act terms and to obtain approvalsconditions of any agreements with third parties, consents and other confirmations required pursuant except for modifications which would not have a Material Adverse Effect, no such modifications shall be made to any other Antitrust Laws as soon as practicableContract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. If any objections are asserted with respect The parties to the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law, or if shall not take any action that is instituted reasonably likely to have the effect of unreasonably delaying, impairing or threatened by impeding the receipt of any Governmental Authority required authorizations, consents, orders or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller and the Companies shall use reasonable best efforts to promptly resolve such objectionsapprovals.

Efforts; Consents; Regulatory and Other Authorizations. Each Party party to this Agreement shall use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, any Governmental Authority and other third parties (including the consents and filings described in this Section 67) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such Party’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3 7.3 may be taken and the Closing may be consummated no later than the End Date. Each Party party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices and making such filings. The Parties In furtherance and not in limitation of the foregoing, each of Buyer and the Sellers have made their respective (and, in the case of the Sellers, caused the Company to make) required filings required under pursuant to applicable Antitrust Laws, including the filing of a Notification and Report Form pursuant to the HSR Act on November 6Act, 2020with respect to the transactions contemplated by this Agreement as promptly as practicable. Each Party of Buyer, the Sellers and the Company shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Antitrust Laws and shall use reasonable best efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting period under the HSR Act and to obtain approvals, consents and other confirmations required pursuant to any other Antitrust Laws as soon as practicable. If any objections are asserted with respect to the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law, or if any action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller the Sellers and the Companies Company shall use reasonable best efforts to promptly resolve such objections.

Efforts; Consents; Regulatory and Other Authorizations. Each Party party to this Agreement shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, any all Governmental Authority Authorities and other third parties (including the consents and filings described in this Section 6) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such Partyparty’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each Party party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices notices, and making such filings. The Parties made their respective filings required under Notwithstanding the HSR Act on November 6, 2020. Each Party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant foregoing or anything to the HSR Act and any other applicable Antitrust Laws and contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall use reasonable best efforts be required to take all other actions necessary make payments, commence litigation or desirable agree to cause the expiration or termination modifications of the applicable waiting period under the HSR Act terms and to obtain approvalsconditions of any agreements with third parties, consents and other confirmations required pursuant except for modifications which would not have a Material Adverse Effect, no such modifications shall be made to any other Antitrust Laws as soon as practicableContract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. If any objections are asserted with respect The parties to the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law, or if shall not take any action that is instituted reasonably likely to have the effect of unreasonably delaying, impairing or threatened by impeding the receipt of any Governmental Authority required authorizations, consents, orders or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller and the Companies shall use reasonable best efforts to promptly resolve such objectionsapprovals.

Efforts; Consents; Regulatory and Other Authorizations. (a) Each Party party to this Agreement shall use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, any all Governmental Authority Authorities and other third parties (including the consents and filings described in this Section 6) Persons that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order Governmental Order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill iv)fulfill all conditions to such Partyparty’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each Party party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices notices, and making such filings. The Parties made ; provided, however, notwithstanding the foregoing and except as set forth in Section 6.5(b), none of the Acquired Companies, the Signing Stockholder, the Equityholder Representative or any of their respective filings required under the HSR Act on November 6Affiliates, 2020. Each Party shall supply as promptly as practicable agents or representatives will contact, or take any additional information and documentary material that may be requested pursuant actions to the HSR Act and solicit any other applicable Antitrust Laws and shall use reasonable best efforts to take all other actions necessary consents or desirable to cause the expiration or termination of the applicable waiting period under the HSR Act and to obtain approvalswaivers from, consents and other confirmations required pursuant to any other Antitrust Laws as soon as practicable. If any objections are asserted with respect to the transactions contemplated by this Agreement, any parties to Contracts to which any Acquired Company is a party without the prior consent of Parent and, in light of the foregoing, the Acquired Companies, the Signing Stockholder and the Equityholder Representative agree that they will follow the reasonable direction of Parent in seeking any consents or waivers from parties to Contracts to which any Acquired Company is a party; provided further, that the failure to seek or obtain any consent or waiver from any Person for which Parent has failed to give its consent or with respect to which the foregoing parties are subject to Parent’s direction in accordance with the foregoing proviso, and any consequences or Liabilities resulting therefrom, (i)shall have no effect on and shall not be considered for purposes of satisfying the conditions set forth in Section 7.2 and (ii)if such consent or waiver is disclosed on Section 4.6 of the Company Disclosure Schedule, shall not be considered Damages for purposes of Article IX. The parties to this Agreement under the HSR Act or any other applicable Antitrust Law, or if shall not take any action that is instituted reasonably likely to have the effect of unreasonably delaying, impairing or threatened by impeding the receipt of any Governmental Authority required authorizations, consents, orders or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller and the Companies shall use reasonable best efforts to promptly resolve such objectionsapprovals.

Efforts; Consents; Regulatory and Other Authorizations. (a) Each Party party to this Agreement shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, any all Governmental Authority Authorities and other third parties (including the consents and filings described in this Section 6) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such Partyparty’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each Party party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices notices, and making such filings. The Parties made their respective filings required under Notwithstanding the HSR Act on November 6, 2020. Each Party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant foregoing or anything to the HSR Act contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any other applicable Antitrust Laws agreements with third parties outside of the ordinary course of business, and no such modifications shall use reasonable best efforts be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take all other actions necessary any action that is reasonably likely to have a Material Adverse Effect on the Company or desirable a material adverse effect on the business or assets of Parent. The parties to cause the expiration or termination of the applicable waiting period under the HSR Act and to obtain approvals, consents and other confirmations required pursuant to any other Antitrust Laws as soon as practicable. If any objections are asserted with respect to the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law, or if shall not take any action that is instituted reasonably likely to have the effect of unreasonably delaying, impairing or threatened by impeding the receipt of any Governmental Authority required authorizations, consents, orders or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller and the Companies shall use reasonable best efforts to promptly resolve such objectionsapprovals.

Efforts; Consents; Regulatory and Other Authorizations. Each Party (a) Subject to the terms and conditions of this Agreement, each party to this Agreement shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, any all Governmental Authority Authorities and other third parties (including the consents and filings described in this Section 6) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; , (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; Agreement and (iv) fulfill all conditions to the such Partyparty’s obligations under this Agreement, in each case such that all of . Subject to the actions described in clauses (i) through (iv) terms and conditions of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each Party Agreement, each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices notices, and making such filings. The Parties made their respective filings required under Notwithstanding the HSR Act on November 6, 2020. Each Party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant foregoing or anything to the HSR Act and any other applicable Antitrust Laws and shall use reasonable best efforts contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting period under the HSR Act and to obtain approvals, consents and other confirmations required pursuant to any other Antitrust Laws as soon as practicable. If any objections are asserted with respect to the transactions contemplated by this Agreement under shall be required to (and without the HSR Act prior written consent of Parent, no Acquired Company shall) make payments, commence litigation, divest or hold separate any assets, enter into any settlement, consent decree or other applicable Antitrust Law, or if any action is instituted or threatened by agreement with any Governmental Authority or agree to modifications to the terms and conditions of any private party challenging Contract with third parties. Subject to the terms and conditions of this Agreement, Parent shall not acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any equity interests therein if such acquisition would, or would reasonably be expected to, lead to any material delay in obtaining or materially increase the risk of not obtaining any approval under any antitrust Law necessary for the consummation of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, Buyer, Seller and the Companies shall use reasonable best efforts to promptly resolve such objectionsAgreement.