Common use of Efforts; Further Assurances Clause in Contracts

Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, Buyer shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts and the Company will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable Laws, and cooperate as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement and the Additional Agreements (including (i) the receipt of all applicable Governmental Approvals, (ii) satisfying the closing conditions set forth in ARTICLE VI and (iii) consummating the PIPE Investment). The parties shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be reasonably necessary or reasonably desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to obtain each third party Consent that is required for the consummation of the transactions contemplated by this Agreement and the Additional Agreements. Notwithstanding the foregoing, in no event shall the Company or Buyer be obligated to pay any monetary compensation (for the avoidance of doubt, excluding the payment of administrative, filing, application, processing or similar fees or charges) or grant any concession in connection with obtaining any Consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which any is a party. Buyer and the Company shall use commercially reasonable efforts to take all actions as may be requested by any such Authority to obtain all applicable Governmental Approvals.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer shall, and each party shall cause each of its Affiliates to, use its commercially reasonable efforts and the Company will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable Laws, and cooperate as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement and the Additional Agreements (including (i) the receipt of all applicable Governmental Approvals, (ii) satisfying the closing conditions set forth in ARTICLE VI and (iii) consummating the PIPE Investment). The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be reasonably necessary or reasonably desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to obtain each third party Consent that is required for the consummation of the transactions contemplated by this Agreement and the Additional Agreements. Notwithstanding the foregoing, in no event shall the Company or Buyer be obligated to pay any monetary compensation . (for the avoidance of doubt, excluding the payment of administrative, filing, application, processing or similar fees or chargesb) or grant any concession in connection with obtaining any Consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which any is a party. Buyer The Purchaser Parties and the Company shall use commercially reasonable efforts to take all actions as may be requested by any such Authority to obtain all applicable Governmental Approvals. In furtherance and not in limitation of the foregoing, each applicable party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, and such initial filing shall request early termination of any applicable waiting period under the HSR Act, as promptly as practicable and in any event within ten (10) Business Days of the date hereof and to supply as promptly as reasonably practicable any additional information or documents that may be requested pursuant to the HSR Act and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.

Efforts; Further Assurances. Subject (a) Until the earlier of the Closing or the termination of this Agreement in accordance with its terms, subject to the terms and conditions of this Agreementherein provided, Buyer shall, and shall cause each of its Affiliates to, the parties hereto shall use its commercially reasonable efforts and the Company will use its commercially reasonable best efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable Laws, laws and cooperate as reasonably requested by the other parties, regulations to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreement and the Additional Agreements (including (i) all things reasonably necessary, proper or advisable under applicable laws and regulations to cause the receipt satisfaction, but not waiver, of all applicable Governmental Approvals, (ii) satisfying the closing conditions set forth in ARTICLE VI and (iii) consummating the PIPE InvestmentArticle II). The parties Purchaser shall execute use its commercially reasonable best efforts to obtain the financing contemplated by the Debt Commitment Letters, and deliver the Company shall cooperate in good faith with such other documentseffort. (b) Until the earlier of the Closing or the termination of this Agreement in accordance with its terms, certificates, agreements and other writings and take such other actions as may be reasonably the Parties will use commercially reasonable efforts to obtain consents of all Governmental Entities necessary or reasonably desirable in order to consummate or implement expeditiously each the consummation of the transactions contemplated by this Agreement. Without limiting All costs incurred in connection with obtaining such consents, including the generality HSR Act filing fee, shall be borne by the Purchaser. Each party hereto shall, or cause their appropriate Affiliate to (i) make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and, in any event, within five Business Days) after the date of this Agreement, (ii) supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act, and (iii) cooperate with the other parties hereto and their Affiliates with respect to such Persons’ filing and supply of additional information pursuant to the HSR Act and otherwise in the parties’ collective efforts hereunder to comply with the requirements of the foregoingapplicable Government Entities and to have the applicable waiting period expire. The Company, the Company shallPurchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby, except with the prior written consent of the Seller Representative. (c) In the event any claim, action, suit, investigation or other proceeding by any Government Entity or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and shall cause its Subsidiaries to, use their commercially reasonable efforts to obtain each third party Consent that defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is required for issued in any such action, suit or other proceeding, to use commercially 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 and the Additional Agreements. Notwithstanding the foregoing, in no event shall the Company or Buyer be obligated to pay any monetary compensation (for the avoidance of doubt, excluding the payment of administrative, filing, application, processing or similar fees or charges) or grant any concession in connection with obtaining any Consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which any is a party. Buyer and the Company shall use commercially reasonable efforts to take all actions as may be requested by any such Authority to obtain all applicable Governmental Approvalshereby.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts the Buyer Parties and the Company Seller will use its commercially reasonable efforts to take, or cause to be takentaken (including, in the case of Seller, by causing the Acquired Companies to take), all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement. (b) In furtherance of the foregoing, (i) the Parties shall make an appropriate filing, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and in any event, within ten (10) Business Days) after the date of this Agreement, and (ii) submit notifications (including draft notifications, as applicable), filings, notices and other required submissions pursuant to the Competition Laws of the other jurisdictions set forth on Schedule 5.03(a) with respect to the transactions contemplated by this Agreement promptly (and in any event, within ten (10) Business Days) after the date of this Agreement. Subject to the provisions of this Section 5.03, each of the Parties shall (and shall cause its Affiliates to) promptly provide all reasonably requested information to the other’s Representatives in order to permit the preparation and submission of complete notifications, filings, notices and other submissions pursuant to Competition Laws as promptly as reasonably practicable. Each of the Parties shall (and shall cause its Affiliates to) use reasonable best efforts to comply with any Information or Document Request as promptly as reasonably practicable and shall promptly cooperate in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Competition Authority. Without limiting the generality of the foregoing, each Buyer Party agrees to take (and each Buyer Party’s “reasonable best efforts” shall expressly include the taking of), and cause each of its Affiliates to take all actions that are necessary or advisable or as may be required by any Competition Authority to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable (and in any event prior to the End Date), including (A) taking all actions necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Competition Authority or otherwise in connection with any Competition Law or the issuance of any Order that would enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement, (B) proffering and agreeing to sell, license or otherwise dispose of or hold separate (1) any entities, assets or facilities of any Acquired Company Entity after the Closing or (2) any entity, facility or asset of such Buyer Party or any of its Affiliates before or after the Closing, (C) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a material contractual obligation to a third party), (D) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreement, (E) contesting and resisting (including through litigation) any Action that is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of Completion Laws, and cooperate committing to have vacated, lifted, reversed, or overturned prior to the End Date any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Parties decide that litigation is not in their respective best interests and (F) otherwise offering to take or offering to commit to take any action which it is capable of taking and promptly taking or committing to take such action, that limits its freedom of action with respect to any of the assets or business of the Buyer Parties, any of their Affiliates, any Acquired Company Entity, or its ability to retain any of assets of the Acquired Companies, in each case, at such time as reasonably requested by may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the End Date. (c) The Buyer Parties, on the one hand, and Seller, on the other partieshand, shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Authority relating to the transactions contemplated by this Agreement; provided that such materials may be redacted to (A) remove references to commercially or competitively-sensitive information, and (B) address attorney-client privilege (or similar privileges) or confidentiality concerns. The Buyer Parties, on the one hand, and Seller, on the other hand, agree not to participate in any substantive meeting or discussion, either in person or by telephone with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Authority, gives the other Party the opportunity to attend and participate in such meeting or discussion. (d) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as required by this Agreement, each Buyer Party and its Affiliates shall not enter into any acquisition (whether by merger, stock acquisition, business combination or otherwise) or permit such acquisition to be entered into by Buyer Parent or any of its Subsidiaries, that would materially impair or materially delay any Buyer Party’s ability to consummate and implement expeditiously the transactions contemplated by this Agreement or perform its obligations hereunder. Without limiting the generality of the foregoing or any other provision of this Agreement, no Buyer Party or any of their respective Affiliates shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) materially increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement under any Competition Laws or the expiration or termination of any waiting period under the HSR Act or any other Competition Law, or (ii) increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated by this Agreement, or increase the risk of not being able to remove any such Order on appeal or otherwise, in each case, as a result of any Competition Laws. (e) Notwithstanding anything to the contrary in this Agreement, Buyer Parent shall be entitled to direct the defense of the transactions contemplated by this Agreement and the Additional Agreements other Transaction Documents before any Governmental Authority and to take the lead in the scheduling of, and strategic planning for, any meetings with, and the conducting of negotiations with, Governmental Authorities regarding (including x) the expiration or termination of any applicable waiting period under the HSR Act and (y) any other Competition Laws, so long as (i) the receipt of all applicable Governmental ApprovalsBuyer Parent’s actions in connection therewith are in accordance with, and consistent with, Buyer Parent’s obligations under this Agreement (including this Section 5.03), and (ii) satisfying Buyer Parent shall consult with Seller and its counsel in advance regarding the closing conditions set forth matters described in ARTICLE VI this Section 5.03(e) (including in respect of the strategy to obtain such consents and (iii) consummating the PIPE Investment). The parties shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be reasonably necessary or reasonably desirable in order to consummate or implement expeditiously each defense of the transactions contemplated by this Agreement and the other Transaction Documents before any Governmental Authority), and consider in good faith all recommendations of Seller and its counsel. (f) Seller shall make an appropriate notification to the OIO (the “OIO Notification”) with respect to the acquisition of Buyer Parent Common Stock contemplated by this Agreement promptly (and in any event, within five (5) Business Days) after the date of this Agreement. Without limiting the generality of the foregoing, the Company Buyer Parent shall, and shall cause its Subsidiaries to, promptly provide all reasonably requested information to Seller’s Representatives in order to permit the preparation and submission of a complete notification with the OIO as promptly as reasonably practicable and within the time period prescribed in the preceding sentence. Seller shall, and shall cause its Affiliates to, use their commercially reasonable best efforts to obtain each third party Consent that is required for comply with any information or document request related to the consummation of OIO Notification as promptly as reasonably practicable and shall promptly cooperate in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced under the OIO. Seller shall, and shall cause its Affiliates to, take all steps reasonably necessary to satisfy the Additional Agreements. Notwithstanding the foregoing, condition set forth in no Section 8.01(b) as promptly as reasonably practicable and in any event shall the Company or Buyer be obligated to pay any monetary compensation (for the avoidance of doubt, excluding the payment of administrative, filing, application, processing or similar fees or charges) or grant any concession in connection with obtaining any Consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant prior to the terms of any Contract to which any is a party. Buyer and the Company shall use commercially reasonable efforts to take all actions as may be requested by any such Authority to obtain all applicable Governmental ApprovalsEnd Date.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this AgreementAgreement and Law, Buyer shall, and shall cause each of its Affiliates to, and Seller shall and shall cause its Affiliates involved in the Business (including the other members of the Seller Group) to, and each Party shall cause its Representatives to, cooperate and use its commercially their respective reasonable best efforts and (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) during the Company will use its commercially reasonable efforts Interim Period to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary necessary, proper or desirable advisable under applicable Laws, and cooperate as reasonably requested by the other parties, Law or otherwise to consummate and implement expeditiously each of make effective the transactions contemplated by this Agreement as soon as reasonably practicable and the Additional Agreements (including (i) the receipt of all applicable Governmental Approvals, (ii) satisfying the closing conditions set forth in ARTICLE VI and (iii) consummating the PIPE Investment). The parties shall execute and deliver such other documents, certificates, agreements and other writings and to take such actions or do such things as the other actions as Party may be reasonably necessary or reasonably desirable request in order to consummate or implement expeditiously each cause any of the conditions to such other Party’s obligation to consummate such transactions contemplated by this Agreement. Without limiting specified in Article VII to be fully satisfied. (b) Seller shall not (and shall not permit any of its Affiliates involved in the generality of Business, including the foregoingSeller Group, the Company shallto), and Buyer shall cause not (and shall not permit any of its Subsidiaries Affiliates to) enter into any agreement, use their commercially reasonable efforts complete any transactions or take any other action that would reasonably be expected to obtain each third party Consent that is required for materially delay or prohibit the consummation of the transactions contemplated by hereby. (c) Seller and Buyer each agree that from time to time after the Closing Date, they shall execute and deliver or cause their respective Affiliates (including, with respect to Buyer, causing the Company) to execute and deliver such further instruments, and take (or cause their respective Affiliates, including, with respect to Buyer, causing the Company to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the Additional Agreements. Notwithstanding other Transaction Documents, including, with respect to Buyer, the foregoing, in no event shall actions set forth under Section 6.4(c) of the Company or Buyer be obligated to pay any monetary compensation (for the avoidance of doubt, excluding the payment of administrative, filing, application, processing or similar fees or charges) or grant any concession in connection with obtaining any Consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which any is a party. Buyer and the Company shall use commercially reasonable efforts to take all actions as may be requested by any such Authority to obtain all applicable Governmental ApprovalsSeller Disclosure Schedule.