Common use of Efforts; Further Assurances Clause in Contracts

Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, Buyer and each Seller will use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. The Sellers and Buyer agree, and the Sellers, prior to the Closing, and Buyer, after the Closing, agree to cause each Company and Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Without limiting the foregoing, Buyer will use its reasonable efforts to obtain the financing contemplated by Section 10.02(b), or alternative financing on substantially comparable or more favorable terms, as promptly as practical, and such reasonable efforts shall include acceptance of any changes requested by the applicable financing sources in the terms and conditions of such financing pursuant to any "market flex" provisions specifically set forth in any agreement or understanding entered into by Buyer, or to which Buyer is a party, in connection with the Commitment Letters. The Sellers acknowledge and agree that Buyer shall have the right to seek to obtain a portion of such financing through a placement of notes pursuant to Rule 144A under the Securities Act of 1933; provided, however, that Buyer will use its reasonable efforts to ensure that Buyer will be entitled, if such placement is not completed by December 31, 2003, to promptly consummate the financing in accordance with the terms and conditions set forth in the Commitment Letters, subject to satisfaction or waiver of all other conditions set forth therein and in Article 10 of this Agreement (it being understood and agreed that such reasonable efforts shall include working in good faith with the financing sources so as to complete all definitive documentation relating to such financing prior to such date). Buyer shall not, without the prior written consent of the Sellers, amend, modify or supplement (i) any of the conditions or contingencies to funding contained in the Commitment Letters or (ii) any other provision of the Commitment Letters to the extent such amendment, modification or supplement would have the effect of amending, modifying or supplementing any condition or contingency to funding or would otherwise be in a manner adverse to the interests of the Sellers.

Efforts; Further Assurances. a. Subject to the terms and conditions of this Purchase and Sale Agreement, Buyer from and after the Effective Date, each of the Seller will and the Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations Applicable Laws to consummate the transactions contemplated by the Transaction Documents to which the Seller or the Purchaser, as applicable, is party, including to perfect the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Assets to the Purchaser pursuant to this Purchase and Sale Agreement. The Sellers and Buyer agreeFollowing the Effective Date, the Purchaser and the Sellers, prior to the Closing, and Buyer, after the Closing, Seller agree to take, or cause each Company to be taken, all actions and Subsidiaryto do, or cause to be done, all things necessary under Applicable Laws to (i) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable desirable, or reasonably requested by the other party hereto, in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Without limiting any Transaction Document to which the foregoingSeller or the Purchaser, Buyer will use its reasonable efforts as applicable, is party, (ii) perfect, protect, more fully evidence, vest and maintain in the Purchaser’s good, valid and marketable rights and interests in and to obtain the financing contemplated by Purchased Assets on and after the Closing Date free and clear of all Liens (other than those Liens created in favor of the Purchaser pursuant to Section 10.02(b2.1(f) hereof), or alternative financing on substantially comparable or more favorable terms(iii) create, as promptly as practicalevidence and perfect the Purchaser’s first priority back-up security interests granted pursuant to Sections 2.1(f), and such reasonable efforts (iv) enable the Purchaser to exercise or enforce the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser as applicable, is party, including following the Effective Date. b. From and after the Effective Date, the Seller and the Purchaser shall include acceptance of any changes cooperate and provide assistance as reasonably requested by any other party hereto, at the applicable financing sources in the terms and conditions expense of such financing pursuant to any "market flex" provisions specifically other party hereto (except as otherwise set forth in any agreement or understanding entered into by Buyer, or to which Buyer is a partyherein), in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the Commitment Letters. The Sellers acknowledge and agree that Buyer shall have date hereof) to which the right to seek to obtain other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a portion of such financing through a placement of notes pursuant to Rule 144A under the Securities Act of 1933; provided, however, that Buyer will use its reasonable efforts to ensure that Buyer will be entitled, if such placement party or is not completed by December 31, 2003, to promptly consummate the financing in accordance with the terms and conditions set forth in the Commitment Letters, subject to satisfaction or waiver of all other conditions set forth therein and in Article 10 of this Agreement (it being understood and agreed that such reasonable efforts shall include working in good faith with the financing sources so may become otherwise directly or indirectly affected or as to complete all definitive documentation which any such Persons have a direct or indirect interest, in each case relating to such financing prior to such date). Buyer shall notany Transaction Documents, without the prior written consent Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of the Sellers, amend, modify or supplement (i) any of its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons) against the conditions Purchaser or contingencies to funding contained in brought by the Commitment Letters Purchaser (for itself or (iion behalf of its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons) any other provision of against the Commitment Letters to the extent such amendment, modification or supplement would have the effect of amending, modifying or supplementing any condition or contingency to funding or would otherwise be in a manner adverse to the interests of the SellersSeller.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein provided, each of the Parties hereto shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, Buyer and each Seller will use its reasonable efforts in which case such different standard shall apply) to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary things, reasonably necessary, proper or desirable advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement. The Sellers Each of Seller and Buyer agree, Purchaser shall use reasonable best efforts to obtain the consents of all Governmental Authorities and third parties necessary for the Sellers, prior to the Closing, and Buyer, after the Closing, agree to cause each Company and Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously consummation of the transactions contemplated by this Agreement, including, in the case of Purchaser, arranging guarantees from Purchaser or a creditworthy controlled Affiliate of Purchaser as requested by such Governmental Authorities or third parties. Each of the Parties shall be responsible for all costs it incurs in connection with obtaining such consents, including any fees or costs relating to making or obtaining any other national or supranational antitrust or competition filings, notifications or approvals; provided, however, that (i) Purchaser shall pay (and to the extent paid by the Company, reimburse the Company) for the filing fees associated with the HSR Act and any other national or supranational antitrust or competition filings, notifications or approvals and (ii) no Party shall be obligated to make any payments or make any commitments in order to obtain any third party consent (other than Purchaser’s obligation to arrange guarantees as described above). (b) Without limiting the generality of Section 5.3(a), as soon as reasonably practicable after the date of this Agreement, Seller shall notify the U.S. Federal Aviation Administration (“FAA”) of the transactions contemplated by the Agreement which such notice shall seek written confirmation that: (1) the FAA will issue new FAA Permits allowing the Company to continue operating as a FAA repair station, perform modifications under the supplemental type certificate and manufacture parts under parts manufacturer approval, following Closing; or (2) new FAA Permits are not required with respect to consummation of the transactions covered by this Agreement and that following Closing (including to the extent the FAA Permits existing as of the date hereof will be transferred to Purchaser), the FAA Permits shall remain in full force and effect. For the avoidance of doubt, no such confirmation contemplated by the foregoing sentence shall serve as a condition precedent to the Closing. The Parties shall cooperate and consult with each other in connection with the notification, including by permitting the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication with the FAA and any other information supplied to the FAA or received from the FAA in connection with the transactions contemplated by this Agreement, and shall promptly inform the other party of any communications with, and inquiries or requests for information from, the FAA in connection with the transactions contemplated by the Agreement and shall consult with each other in advance of any meeting or conference, whether in person or by telephone, with the FAA. (c) Without limiting the generality of Section 5.3(a), as promptly as practicable and in any event no later than ten (10) days after the date of this Agreement, each party hereto shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Any other notifications, filings and request for approvals relating to any other national or supranational antitrust or competition requirements shall be made as promptly as practicable after the date of this Agreement. Without limiting the foregoing, Buyer will use with respect to the HSR Act and any other national or supranational antitrust or competition requirements Seller, the Company, Purchaser and their respective Affiliates (i) shall not extend any waiting period or comparable period under the HSR Act or any foreign antitrust Law or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby (a “Timing Agreement”), except with the prior written consent of the other Parties hereto, (ii) shall cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 5.3(c), including subject to applicable Law, by permitting counsel for the other party 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 and by providing outside counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its reasonable efforts advisors) with any Governmental Authority and any other information supplied by such party and such party’s Subsidiaries to obtain a Governmental Authority or received from such a Governmental Authority in connection with the financing transactions contemplated by Section 10.02(b)this Agreement, (iii) shall furnish to the other Parties such information and assistance as such Parties reasonably may request in connection with the preparation of any submissions to, or alternative financing on substantially comparable or more favorable termsagency proceedings by, as any Governmental Authority, (iv) subject to applicable Law, shall promptly as practicalinform the other party of any communications with, and inquiries or requests for information from, such reasonable efforts Governmental Authorities in connection with the transactions contemplated by the Agreement and (v) subject to applicable Law, shall include acceptance consult with the other Parties in advance of any changes requested meeting or conference, whether in person or by the applicable financing sources in the terms and conditions of telephone, with any such financing pursuant to any "market flex" provisions specifically set forth in any agreement or understanding entered into by Buyer, or to which Buyer is a partyGovernmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the Commitment Lettersextent permitted by such applicable Governmental Authority or other Person, give the other Parties the opportunity to attend and participate in such meetings and conferences. During the period from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Closing, Purchaser and its Affiliates shall not acquire or agree to acquire by merging or consolidating with, or by purchasing a material portion of the assets of or equity in, any Person if such acquisition would reasonably be expected to delay, hinder or prohibit the consummation of the transactions contemplated hereby. The Sellers acknowledge Parties may, as they deem advisable and agree that Buyer necessary, designate any competitively sensitive materials provided to the other under this Section 5.3(c) as “outside counsel only.” (d) Within five (5) Business Days after the Closing, each Party shall have notify the right United States Department of State Directorate of Defense Trade Controls (the “DDTC”) of the transactions contemplated hereby under the International Traffic in Arms Regulations § 122.4 and of the intent to seek to obtain a portion transfer all open licenses or other export authorizations included in the Assigned Assets. Each party shall cooperate and consult with each other in connection with the making of such financing through notifications, including providing counsel for the other party the opportunity in advance to review the proposed notification prior to submission and considering in good faith the views of the other party in connection with the notifications. For the avoidance of doubt, no such notification contemplated by this clause (d) shall serve as a placement condition precedent to the Closing. (e) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which raises questions about the validity or legality of notes pursuant the transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to Rule 144A under the Securities Act of 1933cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding; provided, however, that Buyer will use its reasonable efforts nothing in this Agreement shall require, or be construed to ensure that Buyer will be entitledrequire, if such placement is not completed by December 31Seller, 2003, Purchaser or any of their respective Affiliates to promptly consummate litigate with or otherwise participate in any Legal Proceeding with any Governmental Authority in connection with obtaining any approval pursuant to this Agreement. In order to permit the financing in accordance with satisfaction of the terms and conditions Closing condition set forth in Section 6.1(b), Purchaser shall (and Purchaser shall permit the Commitment LettersCompany, subject the Company Subsidiary and the Contributing Affiliate to) (i) agree to satisfaction (A) any sale, license, divestiture or waiver other disposition or holding separate of all any capital stock, businesses, assets, properties or other conditions interests of Purchaser, the Company or any of their respective controlled Affiliates or (B) the imposition of any limitation, restriction or condition on the ability of Purchaser, the Company or any of their respective controlled Affiliates to conduct their respective businesses or own, acquire, hold or exercise full rights of ownership of any capital stock, businesses, assets, properties or other interests ((A) and (B), the “Antitrust Actions”); provided, however, that, notwithstanding anything to the contrary set forth therein in this Agreement, (1) any such actions are conditioned upon and become effective only from and after the Closing and (2) under no circumstances, shall Purchaser be required to propose, negotiate, commit to, effect or agree to Antitrust Actions or other related actions that materially and adversely affect Purchaser and its Affiliates (including after the Closing the Company and the Company Subsidiary, taken as a whole) or the Business. Subject to the foregoing, in Article 10 no event will Seller (and Seller will not permit any of this Agreement (it being understood and agreed that such reasonable efforts shall include working in good faith with its Affiliates including the financing sources so as Company, the Company Subsidiary or the Contributing Affiliate to) propose, negotiate, effect or agree to complete all definitive documentation relating to such financing prior to such date). Buyer shall not, any Antitrust Actions without the prior written consent of the SellersPurchaser (such consent not to be unreasonably withheld, amendconditioned or delayed), modify nor shall Seller or supplement (i) any of its Affiliates (including the conditions Company, the Company Subsidiary and the Contributing Affiliate) be required to propose, negotiate, effect or contingencies to funding contained in the Commitment Letters or (ii) agree to, any other provision of the Commitment Letters to the extent such amendment, modification or supplement would have the effect of amending, modifying or supplementing any condition or contingency to funding or would otherwise be in a manner adverse to the interests of the SellersAntitrust Actions.

Efforts; Further Assurances. Subject to the terms and conditions herein provided, each of this Agreement, Buyer the Parties agrees to use Commercially Reasonable Efforts and each Seller will use its reasonable efforts act in good faith to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or desirable under applicable laws and regulations advisable to consummate and make effective as promptly as practicable the transactions assignments contemplated by this Agreement. The Sellers and Buyer agree, and the Sellers, prior to the Closing, and Buyer, after the Closing, agree to cause each Company and Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings Agreement and to take such other actions as may be necessary or desirable cooperate in order to consummate or implement expeditiously connection with the transactions contemplated by this Agreementforegoing. Without limiting the generality of the foregoing, Buyer will use its reasonable efforts to obtain the financing contemplated by Section 10.02(b), or alternative financing on substantially comparable or more favorable terms, as promptly as practical, and such reasonable efforts shall include acceptance of any changes requested by the applicable financing sources in the terms and conditions of such financing pursuant to any "market flex" provisions specifically set forth in any agreement or understanding entered into by Buyer, or to which Buyer is a party, in connection with the Commitment Letters. The Sellers acknowledge and agree that Buyer shall have the right to seek to obtain a portion of such financing through a placement of notes pursuant to Rule 144A under the Securities Act of 1933; provided, however, that Buyer will use its reasonable efforts to ensure that Buyer will be entitled, if such placement is not completed by December 31, 2003, to promptly consummate the financing in accordance with the terms and conditions set forth in the Commitment Letters, subject to satisfaction or waiver of all other conditions set forth therein and in Article 10 of this Agreement (it being understood and agreed that such reasonable efforts shall include working in good faith with the financing sources so as to complete all definitive documentation relating to such financing prior to such date). Buyer shall not, without the prior written consent of the Sellers, amend, modify or supplement (i) Seller shall use its Commercially Reasonable Efforts to obtain all necessary waivers, consents and approvals from other parties to applicable Assigned Contracts (the “Required Consents”), (ii) each of Seller and Buyers shall use its respective Commercially Reasonable Efforts to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) each of Seller and Buyers shall use its respective Commercially Reasonable Efforts to lift or rescind any injunction or restraining order or other order adversely affecting its ability to consummate the assignments contemplated hereby, (iv) each of Seller and Buyers shall use its respective Commercially Reasonable Efforts to effect all necessary registrations and filings and submissions of information requested or required by Governmental Entities, (v) Seller shall use its Commercially Reasonable Efforts to fulfill all of the conditions or contingencies to funding contained in Buyers’ obligations to consummate the Commitment Letters or assignments contemplated hereby and (iivi) any other provision each Buyer shall use its Commercially Reasonable Efforts to fulfill all of the Commitment Letters conditions to Seller’s obligations to consummate the extent such amendmentassignments contemplated hereby. Each of Seller and Buyers further covenants and agrees, modification with respect to a threatened or supplement pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would have adversely affect the effect of amending, modifying or supplementing any condition or contingency to funding or would otherwise be in a manner adverse to the interests ability of the SellersParties to consummate the assignments contemplated hereby, to use their respective Commercially Reasonable Efforts to prevent the entry, enactment or promulgation thereof, as the case may be.