Common use of Efforts; Consents Clause in Contracts

Efforts; Consents. (a) During the period from the date of this Agreement to and including the Closing (or such earlier date as this Agreement may be terminated in accordance with Section 6.1), each Party shall use commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Parties in doing or causing to be done, all things necessary, proper or advisable for such Party to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders, and make any notices required to be obtained or made by such Party in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required with respect to such Party under any Applicable Law, and (iv) execute or deliver any additional instruments necessary for such Party to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Parties shall cooperate with each other in connection with the making of all such filings and obtaining such consents, licenses, permits, waivers, approvals, authorization and orders, including providing copies of all such documents to the non-filing or non-obtaining Party and its advisors prior to filing or use and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith.

Efforts; Consents. (a) During the period from the date of this Agreement to and including the Closing (or such earlier date as this Agreement may be terminated in accordance with Section 6.1), each Party shall use commercially reasonable efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Parties in doing or causing to be done, all things necessary, proper or advisable for such Party to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders, and make any notices required to be obtained or made by such Party in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or, with respect to BPFH, Westfield LLC or Westfield LP, required to prevent the occurrence of an event that would reasonably be expected to have a Westfield Material Adverse Effect, or, with respect to the WMS Entities, required to prevent the occurrence of an event that would reasonably be expected to have a WMS Material Adverse Effect, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required with respect to such Party under any applicable federal or state securities laws or any other applicable material domestic or foreign federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, policy, guideline or other requirement currently in effect (including those of any Governmental Entity) (“Applicable Law”), and (iv) execute or deliver any additional instruments necessary for such Party to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Parties shall cooperate with each other in connection with the making of all such filings and obtaining such consents, licenses, permits, waivers, approvals, authorization and orders, including providing copies of all such documents to the non-filing or non-obtaining Party and its advisors prior to filing or use and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith.. For purposes of this Agreement, the term “Westfield Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or material adverse effect on (x) the Business or the assets, liabilities, capitalization, financial condition, or results of operations of Westfield LLC and Westfield Partners, taken as a whole, (y) the ability of the BPFH, Westfield LLC and Westfield Partners to consummate the transactions contemplated by this Agreement or (z) the ability of Westfield LP to operate the Business immediately after the Closing, provided, however, that any change contemplated by clause (x) above that results in a Closing Net Revenue Run Rate of greater than the dollar amount set forth in Schedule II shall not constitute a Westfield Material Adverse Effect and any change contemplated by clause (x) above that results in a Closing Net Revenue Run Rate equal to or less than the dollar amount set forth in Schedule II shall constitute a Westfield Material Adverse Effect. The “Base Net Revenue Run Rate” shall mean the amount, calculated as of January 1, 2008 of the aggregate annualized investment advisory, investment management and subadvisory fees for all clients payable to Westfield LLC determined by multiplying the Assets Under Management for such account by the applicable fee rate for such