Common use of Efforts; Further Assurances; Cooperation Clause in Contracts

Efforts; Further Assurances; Cooperation. Subject to the other provisions of this Agreement, the parties hereby shall each use commercially reasonable efforts to perform their obligations herein and to take, or cause to be taken or do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to obtain all regulatory approvals and satisfy all conditions to the obligations of the parties under this Agreement and to cause the Merger and the other transactions contemplated herein to be carried out promptly in accordance with the terms hereof and shall cooperate fully with each other and their respective officers, directors, employees, agents, counsel, accountants and other designees in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including without limitation: (a) The Company and Purchaser shall promptly make their respective filings and submissions and shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws to (i) comply with the provisions of the HSR Act, and (ii) obtain any other required approval of any other federal, state or local Governmental Body with jurisdiction over the transactions contemplated by this Agreement. (b) In the event any claim, action, suit, investigation or other proceeding by any Governmental Body or other Person is commenced which questions the validity or legality of the Merger or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use all reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated by this Agreement. (c) Each party shall give prompt written notice to the other of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Company or Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Date or that will or may result in the failure to satisfy any of the conditions specified in Article 6 or 7 and (ii) any failure of the Company or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (d) The Company shall use commercially reasonable efforts to promptly obtain all authorizations, consent, approvals and waivers of, give all notices to each third party that may be necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereby, provided that, in connection with obtaining such authorizations, consents, approvals and waivers, or the giving of such notices, the Company shall not incur any material out of pocket costs or any other material obligation.

Efforts; Further Assurances; Cooperation. Subject to the other provisions of this Agreement, the parties hereby each Party shall each use commercially reasonable their best efforts to perform their its obligations herein hereunder and to take, or cause to be taken or taken, and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to obtain all regulatory approvals and satisfy all conditions to the its obligations of the parties under this Agreement hereunder and to cause the Merger and the other transactions contemplated herein to be carried out promptly effected as soon as practicable, but in any event on or prior to the Outside Date, in accordance with the terms hereof of this Agreement and shall cooperate fully with each other Party and their respective its officers, directors, employees, agents, counsel, accountants and other designees in connection with any steps reasonable step required to be taken as a part of their respective its obligations under this Agreementhereunder, including without limitationthe following: (a) The Company and Purchaser shall promptly make their respective filings and submissions and shall take, or cause With respect to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws to (i) comply with the provisions of the HSR Act, and (ii) obtain any other required approval of any other federal, state or local Governmental Body with jurisdiction over the transactions contemplated by this Agreement. (b) In the event any claim, action, suit, investigation or other proceeding by any Governmental Body or other Person is commenced which questions the validity or legality of the Merger or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and each Party shall use all its commercially reasonable efforts to defend against such claim, action, suit, investigation promptly: (i) obtain from the Governmental Entities the consents or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, approvals necessary to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of consummate the transactions contemplated by this Agreement; (ii) provide the other Parties with copies of any written correspondence, filings or communications between it (or any Affiliate or representative thereof) and any Governmental Entity; (iii) notify the other Parties of any oral communication that such Party (or any Affiliate or representative thereof) receives from any Governmental Entity; (iv) permit the other Parties to review in advance, to the extent permitted by Law, any proposed communication to any Governmental Entity; and (v) coordinate and cooperate with the other Parties in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. No Party shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless, to the extent not prohibited by applicable Law, it consults with the other Parties in advance and, to the extent permitted by such any Governmental Entity, gives the other Parties the opportunity to attend and participate in such meeting. Nothing in this Agreement shall require any Party or any of its Affiliates to take any action, including entering into any consent decree, hold separate orders or other arrangements, that requires the divestiture of any asset of such Party or any of its Affiliates, or limits the freedom of action of such Party or any of its Affiliates with respect to, or its ability to retain any of its or any of its Affiliates’ assets or businesses, or in such Party’s reasonable judgment would be expected to have a material adverse impact on any of its or its Affiliates’ businesses or the Business, either individually or in the aggregate. (b) The Sellers shall, and shall cause the Company’s Subsidiaries to, give those notices to third parties, and use their best efforts to obtain those third party consents and waivers, in each case, set forth on Schedule 7.6(b) (the “Closing Consents and Notices”). (c) Each party shall give prompt written notice to If after the other Closing, any of (i) the occurrence, or failure to occur, of Sellers holds any event which occurrence or failure would be likely to cause any representation or warranty assets of the Company or any of its Subsidiaries, such Seller shall promptly transfer (or cause to be transferred) such assets to Purchaser. Prior to any such transfer, as such Seller shall hold such assets in trust for Purchaser. After the case may beClosing, the Sellers shall promptly deliver to Purchaser any mail (physical, electronic or otherwise), facsimile or other correspondence or communication received by the Sellers to the extent related to the Company or any of its Subsidiaries, including any such correspondence or communication from any customer, supplier or Governmental Entity. The Sellers shall refer all customer inquiries relating to the Company or any of its Subsidiaries to Purchaser from and after the Closing. The Parties acknowledge and agree that nothing contained in this Agreement to be untrue Section 7.6 shall limit, expand or inaccurate otherwise modify in any material respect at way any time from the date hereof covenants or efforts standard(s) expressly applicable to the Effective Date or that will or may result in the failure to satisfy any of the conditions specified in Article 6 or 7 and (ii) any failure of the Company or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (d) The Company shall use commercially reasonable efforts to promptly obtain all authorizations, consent, approvals and waivers of, give all notices to each third party that may be necessary for the performance of its a Party’s obligations under this Agreement and the consummation of the transactions contemplated hereby, provided that, in connection with obtaining such authorizations, consents, approvals and waivers, or the giving of such notices, the Company shall not incur any material out of pocket costs or any other material obligationAgreement.

Efforts; Further Assurances; Cooperation. Subject to the other provisions of this Agreement, the parties hereby hereto shall each use commercially reasonable their reasonable, good faith efforts to perform their obligations herein and to take, or cause to be taken or do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law law to obtain all regulatory approvals and satisfy all conditions to the obligations of the parties under this Agreement and to cause the Merger and the other transactions contemplated herein to be carried out promptly effected on or prior to October 15, 1998 in accordance with the terms hereof and shall cooperate fully with each other and their respective officers, directors, partners, employees, agents, counsel, accountants and other designees in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including without limitation: (a) The Company and Stepxx xxx Purchaser shall promptly make their respective filings and submissions and shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations to (i) comply with the provisions of the HSR Act, and (ii) obtain any other required approval of any other federal, state state, or local Governmental Body governmental agency or regulatory body with jurisdiction over the transactions contemplated by this Agreement. (b) In the event any claim, action, suit, investigation or other proceeding by any Governmental Body governmental body or other Person person is commenced which questions the validity or legality of the Merger or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use all reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated by this Agreement. (c) Each party shall Stepxx xxxll give prompt written notice to the other Purchaser of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Company or Purchaser, as the case may be, contained Stepxx xxxtained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Closing Date or that will or may result in the failure to satisfy any of the conditions specified in Article 6 or 7 hereof and (ii) any failure of the Company or Purchaserany of Stepxx, as the case may be, to xx comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it any of them hereunder. (d) The Company Each of the parties hereto agrees that with respect to each item appearing on the Stepxx Xxxclosure Letter and the Purchaser Disclosure Letter, Stepxx xxx Purchaser, as the case may be, shall specifically reference a Section of this Agreement as to which such item relates and, if such disclosure is required by more than one Section of this Agreement, only one Section must be referenced for such disclosure. (e) Subsequent to the Closing Date, Pichxxx xxxll use commercially reasonable his best efforts to promptly obtain secure all authorizationsnecessary consents of third parties to the assignment to Purchaser of all Stepxx Xxxerial Contracts and Scheduled Leases as set forth in the Stepxx Xxxclosure Letter. (f) Without the prior written consent of Purchaser, consent, approvals and waivers of, give all notices Stepxx will not terminate any employee if such termination will result in the payments of any amounts pursuant to each third party that may be necessary for the performance "change in control" provisions of its obligations under this Agreement and the consummation of the transactions contemplated hereby, provided that, in connection with obtaining such authorizations, consents, approvals and waivers, any employment agreement or the giving of such notices, the Company shall not incur any material out of pocket costs or any other material obligationarrangement.