Common use of Efforts; Filings Clause in Contracts

Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of GFI, Sellers and Purchaser shall use their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, so as to, as promptly as practicable, consummate the Sale, and each shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 and the Non-Disclosure Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the Sale and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 may be redacted (A) to remove references concerning the valuation of the Trayport Companies, (B) as necessary to comply with contractual arrangements, or (C) as necessary to address reasonable legal privilege concerns.

Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of GFI, Sellers Seller and Purchaser Purchasers shall use their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, otherwise so as to, as promptly as practicable, to consummate the Sale, and each shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 6.3 and the Non-Disclosure Agreement, and to the extent not prohibited by Law or the applicable Governmental Authority, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority (excluding, in the case of communication by Seller and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the NGX Agreement or Purchasers or their Affiliates) regarding the Sale and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies ofcopies) of all correspondence, filings and communications between the Party and any Governmental Authority (excluding, in the case of communication by Seller and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the NGX Agreement or Purchasers or their Affiliates) regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser Purchasers or SellersSeller, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 6.4 may be redacted (A) to remove references concerning the valuation of the Trayport Companies, (B) as necessary to comply with contractual arrangements, or (C) as necessary to address reasonable legal privilege concerns.

Efforts; Filings. (a) Subject to Under the terms and subject to the conditions of this AgreementAgreement (including Section 5.5, Section 5.8 and Section 5.9), except as otherwise expressly provided herein, each of GFI, Sellers Buyer and Purchaser each Seller shall (and shall cause its Affiliates to) use their its respective commercially reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable any Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, so as to, as promptly as practicable, consummate the SaleBuyers’ purchase, and each shallSellers’ sale, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 of the Assets and the Non-Disclosure Agreementother transactions contemplated by this Agreement and the Ancillary Agreements, each Party shall including (i) permit defending against any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby, (ii) seeking to have any Order entered or imposed by any court or other Governmental Entity that is not yet final and non-appealable vacated or reversed, (iii) cooperating with the other Parties to review obtain all actions, non-actions, approvals, clearances, waivers, consents (including the Contract Consents), Permits, approvals, authorizations, licenses, qualifications and discuss in advanceOrders from, and consider in good faith or filing or registration with or notice to, Governmental Entities as are necessary for the views consummation of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding transactions contemplated by this Agreement and the Sale Ancillary Agreements and (iiiv) promptly inform refrain from taking any actions that would reasonably be expected to materially impair, delay or impede the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counselClosing; provided, however, that materials provided pursuant to this Section 6.3 may be redacted (A) Sellers, together with their Affiliates, shall not be required to remove references concerning the valuation of the Trayport Companies, commence or participate in any litigation or offer or grant any material accommodation (material or otherwise) to any third person and (B) as necessary no Party shall be required to comply with contractual arrangementswaive any of the conditions set forth in Article VII. For the avoidance of doubt, or (Cthis Section 5.4(a) as necessary shall not be applicable to address reasonable legal privilege concernsHSR Regulatory Approval, which is specifically addressed by Sections 5.4(c) and 5.4(d).

Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of GFI, Sellers and Purchaser shall use their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, otherwise so as to, as promptly as practicable, to consummate the Sale, and each shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 6.3 and the Non-Disclosure Agreement, and to the extent not prohibited by Law or the applicable Governmental Authority, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority (excluding, in the case of communication by Purchaser and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the Trayport Agreement or Sellers or their Affiliates) regarding the Sale and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies ofcopies) of all correspondence, filings and communications between the Party and any Governmental Authority (excluding, in the case of communication by Purchaser and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the Trayport Agreement or Sellers or their Affiliates) regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 may be redacted (A) to remove references concerning the valuation of the Trayport Companies, (B) as necessary to comply with contractual arrangements, or (C) as necessary to address reasonable legal privilege concerns.this

Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of GFI, Sellers Parent and Purchaser shall use their its reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, so as to, as promptly as practicable, consummate the Saletransactions contemplated by this Agreement and the Related Agreements, and each shall, and shall cause its respective Affiliates (and in the case of Parent, the Cantor Group) to, cooperate fully to that end. Subject to Section 6.2 and the Non-Disclosure Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the Sale transactions contemplated by this Agreement and the Related Agreements; and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the Saletransactions contemplated by this Agreement and the Related Agreements. The Parties may, as each deems advisable and or necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 6.4 as “"outside counsel only.” " Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 6.4 may be redacted (Ax) to remove references concerning the valuation of the Trayport CompaniesBusiness, (By) as necessary to comply with contractual arrangements, or (Cz) as necessary to address reasonable legal privilege concerns.

Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of GFI, Sellers Seller and Purchaser and their respective Affiliates shall use their respective reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, so as to, as promptly as practicable, consummate the Saletransactions contemplated by this Agreement, and each shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 and the Non-Disclosure Confidentiality Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the Sale transactions contemplated by this Agreement and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the Saletransactions contemplated by this Agreement. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only.” ”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or SellersSeller, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 may be redacted (Ax) to remove references concerning the valuation of the Trayport CompaniesCompany, (By) as necessary to comply with contractual arrangements, or (Cz) as necessary to address reasonable legal privilege concerns. No Party shall participate in any meeting with any Governmental Authority in connection with this Agreement or the transactions contemplated thereby (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat.

Efforts; Filings. (a) Subject a)Subject to the terms and conditions of this Agreement, each of GFI, Sellers Seller and Purchaser and their respective Affiliates shall use their respective reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, so as to, as promptly as practicable, consummate the Saletransactions contemplated by this Agreement, and each shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 and the Non-Disclosure Confidentiality Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the Sale transactions contemplated by this Agreement and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the Saletransactions contemplated by this Agreement. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only.” ”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or SellersSeller, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 may be redacted (Ax) to remove references concerning the valuation of the Trayport CompaniesCompany, (By) as necessary to comply with contractual arrangements, or (Cz) as necessary to address reasonable legal privilege concerns.. No Party shall participate in any meeting with any Governmental Authority in connection with this Agreement or the transactions contemplated thereby (or make oral submissions at meetings or in telephone or other conversations) unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat. (b)Each of Seller and Purchaser agrees to, and to cause their respective Affiliates to, use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, clearances, approvals and authorizations of all 44 Governmental Authorities and other Persons necessary to consummate the transactions contemplated by this Agreement as promptly as practicable. (c)As soon as practicable after the Effective Date, but in any event within thirty (30) Business Days from the Effective Date, Seller shall, and shall cause NewCo to, cause the Company to deliver to (i) each of FHA, FNMA, GNMA and HUD, (ii) each applicable Agency of each State in which the Company maintains any license required to conduct its business, and (iii) each Agency and/or other regulatory authority with which the Company has any pending application, in each case, a notice of change in control substantially in the form attached hereto as Exhibit B or otherwise approved by Purchaser. For the avoidance of doubt, each Agency or other regulatory authority to which such notice of change in control is required pursuant to clause (ii) and/or (iii) of this Section 6.3(c) is set forth on Section 6.3(c) of the Disclosure Letter. (d)Notwithstanding anything in this Agreement to the contrary, in no event shall LFH, WIMC or Purchaser (or and of their respective Affiliates) be required to (and Seller shall not, and shall not permit any of Seller’s Affiliates to), without LFH’s, WIMC’s or Purchaser’s, as applicable, prior written consent, (i) offer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any assets, permits, operations, rights, businesses or interest therein of LFH, WIMC or Purchaser or any of their respective Affiliates or Seller or any of their respective Affiliates or (ii) agree to any changes or restriction on, or other impairment of the ability of LFH, WIMC or Purchaser and their respective Affiliates to own any of such assets, permits, operations, rights, businesses or interests therein, in each of (i) and (ii) to the extent that such action, changes, restrictions or impairments would be material to LFH or WIMC (measured on a scale relative to the Company) or the Company. Section 6.4

Efforts; Filings. (a) Subject to Under the terms and subject to the conditions of this AgreementAgreement (including Section 5.6, Section 5.8, Section 5.11 and Section 5.12), except as otherwise expressly provided herein, each of GFI, Sellers Buyer and Purchaser each Seller shall (and shall cause its Affiliates to) use their its respective commercially reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable any Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, so as to, as promptly as practicable, consummate the SaleBuyers’ purchase, and each shallSellers’ sale, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 of the Assets and the Non-Disclosure Agreementother transactions contemplated by this Agreement and the Ancillary Agreements, each Party shall including (i) permit defending against any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby, (ii) seeking to have any Order entered or imposed by any court or other Governmental Entity that is not yet final and non-appealable vacated or reversed, (iii) cooperating with the other Parties to review obtain all actions, non-actions, approvals, clearances, waivers, consents, Permits, approvals, authorizations, licenses, qualifications and discuss in advanceOrders from, and consider in good faith or filing or registration with or notice to, Governmental Entities as are necessary for the views consummation of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding transactions contemplated by this Agreement and the Sale Ancillary Agreements and (iiiv) promptly inform refrain from taking any actions that would reasonably be expected to materially impair, delay or impede the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counselClosing; provided, however, that materials provided pursuant (x) Sellers, together with their Affiliates, shall not be required to commence or participate in any litigation or offer or grant any material accommodation (material or otherwise) to any third Person and (y) no Party shall be required to waive any of the conditions set forth in ARTICLE VII. For the avoidance of doubt, this Section 6.3 may 5.4(a) shall not be redacted (Aapplicable to HSR Regulatory Approval, which is specifically addressed by Sections 5.4(b), 5.4(c) to remove references concerning the valuation of the Trayport Companies, (B) as necessary to comply with contractual arrangements, or (C) as necessary to address reasonable legal privilege concernsand 5.4(d).

Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of GFI, Sellers and Purchaser shall use their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, otherwise so as to, as promptly as practicable, to consummate the Sale, and each shall, and shall cause its respective Affiliates to, cooperate fully to that end. Subject to Section 6.2 6.3 and the Non-Disclosure Agreement, and to the extent not prohibited by Law or the applicable Governmental Authority, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority (excluding, in the case of communication by Purchaser and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the Trayport Agreement or Sellers or their Affiliates) regarding the Sale and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies ofcopies) of all correspondence, filings and communications between the Party and any Governmental Authority (excluding, in the case of communication by Purchaser and its Affiliates, the CMA to the extent that such communications are not directly in relation to any of this Agreement, the Trayport Agreement or Sellers or their Affiliates) regarding the Sale. The Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 6.4 may be redacted (A) to remove references concerning the valuation of the Trayport NGX/Shorcan Companies, (B) as necessary to comply with contractual arrangements, or (C) as necessary to address reasonable legal privilege concerns.

Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of GFI, Sellers Parent and Purchaser shall use their its reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under applicable Law or otherwise, including taking actions to avoid the imposition of an Order preventing or delaying the consummation of the Sale, so as to, as promptly as practicable, consummate the Saletransactions contemplated by this Agreement and the Related Agreements, and each shall, and shall cause its respective Affiliates (and in the case of Parent, the Cantor Group) to, cooperate fully to that end. Subject to Section 6.2 and the Non-Disclosure Agreement, each Party shall (i) permit the other Parties to review and discuss in advance, and consider in good faith the views of the other Parties in connection with, any proposed written (or any material proposed oral) communication with any Governmental Authority regarding the Sale transactions contemplated by this Agreement and the Related Agreements; and (ii) promptly inform the other Parties (and if in writing, provide the other Parties or their counsel with copies of) all correspondence, filings and communications between the Party and any Governmental Authority regarding the Saletransactions contemplated by this Agreement and the Related Agreements. The Parties may, as each deems advisable and or necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.3 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 6.3 6.4 may be redacted (Ax) to remove references concerning the valuation of the Trayport CompaniesBusiness, (By) as necessary to comply with contractual arrangements, or (Cz) as necessary to address reasonable legal privilege concerns.