Efforts to Close; Consents. (a) On the terms and subject to the conditions of this Agreement and applicable Law, each Party shall (and shall cause its respective Affiliates to) use commercially reasonable efforts to take (or cause to be taken) all actions necessary to consummate, as soon as practicable following the Execution Date (but no later than the Termination Date), the transactions contemplated by this Agreement and the other Transaction Documents and cause the satisfaction of each of the conditions to each other Party’s obligation to consummate the transactions contemplated by this Agreement set forth in Article VII. Each Party acknowledges and agrees that its obligation to use (and to cause its Affiliates to use) “commercially reasonable efforts” for purposes of this Section 6.04 shall be deemed to require compliance with the express terms of Section
Efforts to Close; Consents. From the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Closing Date, except as otherwise specified herein, each Party shall use its commercially reasonable efforts to: (a) provide all notices required of any Governmental Authority to consummate the transactions contemplated hereby, (b) obtain all Permits (or exemptions therefrom) necessary or required to allow such Party to perform its obligations under this Agreement; (c) in respect of Seller, obtain all consents from all third parties to the Key Contracts in connection with the consummation of the transactions contemplated hereby and/or, at Buyer’s election, cooperate with Buyer in securing a replacement contract for any Key Contract, and in respect of Buyer, reasonably cooperate with Seller in connection therewith (d) to the extent within such Party’s control, cause all of the conditions to the consummation of the Closing to be fulfilled or otherwise satisfied by it, (e) keep the other party reasonably informed of any material communication received by such party from, or given by such party to, any Governmental Authority or any other Person (including relating to the Key Contracts), in connection with any consent or Proceeding, and (f) take all other actions and to do all other things necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement; provided that, neither Party has any obligation to waive any rights to which it is entitled hereunder or under any other applicable Transaction Document.
Efforts to Close; Consents. (a) On the terms and subject to the conditions of this Agreement and applicable Law, each of Buyer, Parent and Sellers shall (and shall cause its respective Controlled Affiliates to) use reasonable best efforts to take (or cause to be taken as applicable) all actions necessary to consummate, as soon as practicable following the Execution Date (but no later than the Termination Date), the transactions contemplated by this Agreement and the other Transaction Documents and cause each of the conditions set forth in Article VII to be satisfied (and not waived); provided that nothing in this Section 6.04 shall require Buyer, Parent or any of their respective Affiliates to make any undertaking or take any actions (or permit Sellers to make any undertaking or take any actions) to the extent that such undertaking or action would constitute a Burdensome Condition. Each Party acknowledges and agrees that its obligation to use (and to cause its respective Affiliates to use, as applicable) “reasonable best efforts” for purposes of this Section
Efforts to Close; Consents. (a) On the terms and subject to the conditions of this Agreement and applicable Law, each Party shall (and shall cause its respective Affiliates to) use its reasonable best efforts to take (or cause to be taken) all actions necessary to consummate, as soon as practicable following the Execution Date (but no later than the Termination Date), the transactions contemplated by this Agreement and the other Transaction Documents (to the extent it or its Affiliate is a party thereto) and cause each of the conditions within its control set forth in Article VIII to be satisfied. Each Party shall (and shall cause its respective Affiliates to) use its reasonable best efforts to obtain or make, and reasonably cooperate with the other Party in obtaining or making, all Consents from or with any Person (other than any Governmental Authority) necessary to consummate, as soon as practicable following the Execution Date (but no later than the Termination Date), the transactions contemplated by this Agreement and the other Transaction Documents; provided, that, in no event shall any Party, any of its Affiliates, or any of its or their Representatives be required, in connection with obtaining any Consent to the transactions contemplated by this Agreement, to make any payment, or assume any Liability or grant any other accommodation (financial or otherwise) (except, with respect to Sellers and their Affiliates (including the Acquired Companies prior to the Closing) to the extent required to be paid, assumed or granted by the terms of an existing Contract or for any fee or other consideration required in connection with the repayment of Closing Indebtedness and the release of the related Liens). Notwithstanding anything to the contrary in this Agreement, without Buyer’s prior written consent, Sellers shall cause each Acquired Company not to make any payments or otherwise pay any consideration to any third party, or agree to modify the terms of any Contract, waive any right or grant any concession in each case to obtain any Consent (including from a Governmental Authority), except for the payment of cash amounts that will be paid in full prior to the Closing Date and fully reflected in the calculation of the Estimated Adjustment Amount and Final Adjustment Amount.
Efforts to Close; Consents. On the terms and subject to the conditions of this Agreement and applicable Law, each Party shall (and shall cause its respective Affiliates to) use its reasonable best efforts to take (or cause to be taken) all actions necessary to consummate, as soon as practicable following the date of this Agreement, the Contemplated Transactions and cause each of the conditions within its control set forth in Article V to be satisfied. Each Party shall (and shall cause its respective Affiliates to) use its reasonable best efforts to obtain or make, and reasonably cooperate with the other Party in obtaining or making, all Consents from or with any Person (other than any Governmental Authority) necessary to consummate, as soon as practicable following the date of this Agreement (but no later than the Termination Date), the Contemplated Transactions; provided that, in no event shall any Party, any of its Affiliates, or any of its or their Representatives be required, in connection with obtaining any Consent to the Contemplated Transactions, to make any payment, or assume any Liability or grant any other accommodation (financial or otherwise) (except, with respect to the Group Companies and their Affiliates to the extent required to be paid, assumed or granted by the terms of an existing Company Contract). Notwithstanding anything to the contrary in this Agreement, without the Investor’s prior written consent, no Group Company shall make any payments or otherwise pay any consideration to any third party, or agree to modify the terms of any Company Contract, waive any right or grant any concession in each case to obtain any Consent (including from a Governmental Authority).
