Common use of Efforts to Consummate; Further Assurances Clause in Contracts

Efforts to Consummate; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions and to do, or to cause to be done, all things necessary, proper or advisable as promptly as practicable to satisfy the conditions set forth in Article 8 and to consummate the transactions contemplated hereby. The GE Entities agree that their failure to vote their Class C Shares in favor of the Required Resolutions at the EGM would be a breach of their obligations under this paragraph (a). Each party shall cooperate in all reasonable respects with the other party hereto in assisting such party to comply with this Section 6.6. (b) Subject to the terms and conditions of this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each of the other parties to this Agreement in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the Redemption and the other transactions contemplated by this Agreement, as promptly as practicable, including (but in all events subject to the exceptions herein): (i) defending Proceedings challenging this Agreement or any of the transactions contemplated by this Agreement, including seeking to have any such stay or temporary restraining order or injunction vacated and reversed; (ii) taking all reasonable actions necessary to cause the conditions precedent in Article 8 to be satisfied; (iii) taking all reasonable actions necessary to obtain all necessary consents, approvals, written permissions, confirmations and waivers from third parties, including any Governmental Entity; and (iv) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. (c) In furtherance and without limitation to the foregoing, SES shall use its reasonable best efforts, and shall cause its Affiliates to use their reasonable best efforts, to cause the Permits to be transferred to Splitco, so that it may operate the Transferred Businesses and the Transferred Entities as of the Closing Date in compliance with all applicable Laws, including Environmental Laws. (d) SES shall, and shall cause its Affiliates to use reasonable best efforts to cooperate with the GE Entities in connection with remedying any failure by any of the Transferred Businesses or any of the Transferred Entities to be in material compliance with any material Law applicable to any such Transferred Business and Transferred Entities. (e) Each Stockholder hereby agrees, at any time prior to the Termination Date, and except as contemplated hereby, not to (i) tender any Class C Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Class C Shares or Beneficial Ownership (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit the Class C Shares into a voting trust or enter into a voting agreement with respect to the Class C Shares. Any Transfer in violation of this provision shall be void.

Efforts to Consummate; Further Assurances. (a) Subject to Each of the terms and conditions of this Agreement, each party hereto Parties shall use its reasonable best efforts to take, or to cause to be taken, all actions and to do, or to cause to be done, all things necessary, proper or advisable as promptly as practicable to satisfy the conditions set forth in Article 8 and to consummate the transactions contemplated hereby. The GE Entities agree that their failure to vote their Class C Shares in favor of the Required Resolutions at the EGM would be a breach of their obligations under this paragraph (a). Each party shall cooperate in all reasonable respects with the other party hereto in assisting such party to comply with this Section 6.6. (b) Subject to the terms and conditions of this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and appropriate action to do, or cause to be done, and to assist and cooperate with each of the other parties to this Agreement in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Redemption Transactions and the other transactions contemplated by this Agreement, Ancillary Agreements as promptly as practicable, including (but in all events subject to the exceptions herein): (i) defending Proceedings challenging this Agreement or obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the Transactions and the Ancillary Agreements, (ii) promptly, and in any event within ten (10) calendar days of the date hereof, file the notification and report forms required under the HSR Act with respect to the transactions contemplated by this Agreement, (iii) promptly make all other necessary filings, and (iv) thereafter make any other reasonably required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, including seeking promptly supplying any additional information and documentary material that may be reasonably requested pursuant to have the HSR Act and in any such stay event, comply with any Request for Additional Information and Documentary Materials issued pursuant to the HSR Act as promptly as is reasonably practicable. (b) Each of the Parties shall consult and cooperate with one another, including: (i) promptly notify the other of, and if in writing, furnish the other with copies of any communications from or temporary restraining order or injunction vacated and reversedwith any Governmental Authority with respect to the Transactions; (ii) taking all reasonable actions necessary permit the other to cause review and discuss in advance, and consider in good faith the conditions precedent view of the other in Article 8 to be satisfiedconnection with, any proposed substantive written or oral communication with any Governmental Authority; (iii) taking not participate in any substantive meeting or have any substantive communication with any Governmental Authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein; (iv) furnish the other party’s outside legal counsel with copies of all reasonable actions filings and communications between it and any such Governmental Authority with respect to the Transactions; provided, however, that such material may be redacted as necessary to obtain all necessary consents(A) comply with contractual arrangements, approvals, written permissions, confirmations (B) address legal privilege concerns and waivers from third parties, including any Governmental Entity(C) comply with applicable Law; and (ivv) executing furnish the other party’s outside legal counsel with such necessary information and delivering reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any additional instruments reasonably necessary such Governmental Authority. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to consummate the transactions contemplated other under this Section 6.6 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such outside counsel or outside economic consultants to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding anything to the contrary in this AgreementSection 6.6, materials provided to the other party or its outside legal counsel may be redacted to remove references concerning the valuation of the Companies and their respective Subsidiaries. (c) In furtherance The Buyer agrees that, during the term of this Agreement, it will not withdraw or withdraw and refile its filing under the HSR Act without limitation to the foregoing, SES shall use its reasonable best efforts, and shall cause its Affiliates to use their reasonable best efforts, to cause the Permits to be transferred to Splitco, so that it may operate the Transferred Businesses and the Transferred Entities as prior written consent of the Closing Date in compliance with all applicable Laws, including Environmental LawsSeller. (d) SES shallFrom the date of this Agreement through the date of expiration or termination of the required waiting periods under the HSR Act the Buyer, Seller, Companies, and their respective Affiliates shall cause its Affiliates not acquire or agree to use reasonable best efforts acquire any business, Person, or division thereof or otherwise acquire or agree to cooperate with acquire any assets if the GE Entities in connection with remedying any failure by any entering into of a definitive agreement relating to or the consummation of such acquisition would reasonably be expected to make more difficult the obtaining the expiration or termination of the Transferred Businesses or any of the Transferred Entities to be in material compliance with any material Law applicable to any such Transferred Business and Transferred Entities. (e) Each Stockholder hereby agrees, at any time prior to the Termination Date, and except as contemplated hereby, not to (i) tender any Class C Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Class C Shares or Beneficial Ownership (as determined pursuant to Rule 13d-3 required waiting periods under the Securities Exchange HSR Act of 1934, as amended) or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit the Class C Shares into a voting trust or enter into a voting agreement with respect to the Class C Shares. Any Transfer in violation of this provision shall be voidOutside Date.

Efforts to Consummate; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party hereto shall use its commercially reasonable best efforts to take, or to cause to be taken, all actions and to do, or to cause to be done, all things necessary, proper or advisable necessary as promptly as practicable to satisfy the conditions set forth in Article 8 VIII and to consummate the transactions contemplated hereby. The GE Entities agree that their failure to vote their Class C Shares in favor of the Required Resolutions at the EGM would be a breach of their obligations under this paragraph (a). Each party shall cooperate in all reasonable respects with the other party hereto in assisting such party to comply with this Section 6.66.3. (b) Subject to the terms and conditions of this Agreementhereof, each party hereto of Parent, HCI and Clorox shall, and shall use its cause their respective Affiliates to, make commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with each of the other parties to this Agreement in doing, all things reasonably necessary, proper or advisable under including as required by applicable Law Law, to consummate and make effective the Redemption and the other transactions contemplated by this Agreement, as promptly as practicable, including (but in all events subject to the exceptions herein): (i) defending Proceedings challenging this Agreement or any of practicable the transactions contemplated by this Agreement, including seeking to have any such stay applying for, obtaining, or temporary restraining order or injunction vacated and reversed; (ii) taking all reasonable actions necessary to cause the conditions precedent in Article 8 causing to be satisfied; (iii) taking all reasonable actions necessary to obtain all necessary consentsobtained, authorizations, approvals, written permissionsorders, confirmations licenses, permits, franchises or consents of all third parties or Governmental Authorities required to be obtained by virtue of the execution and waivers from third partiesdelivery of this Agreement or the Ancillary Agreements, including any Governmental Entity; and (iv) executing and delivering any additional instruments reasonably necessary to consummate for the consummation of the transactions contemplated by this AgreementAgreement (including the Reorganization) or the Ancillary Agreements or in order to avoid the invalidity of the transfer of any Business Contract, the termination or acceleration thereof, giving rise to any obligation to make a material payment thereunder or to any increased, additional or guaranteed rights of a material nature of any Person thereunder, or a breach or default thereunder or any other material change or modification to the terms thereof; provided that none of Parent, HCI, Clorox or their respective Affiliates shall be required to pay any amounts (or incur any obligation in favor of any third party) to obtain such authorizations, approvals, orders, licenses, permits, franchises or consents (other than customary filing or application fees). In the event that any Business Contract (including the Korean Real Property Lease), Permit or other Business Asset is not transferable to Splitco or Clorox Korea or indirectly to HCI through the transfer of the Splitco Shares, Clorox shall, and shall cause the appropriate Clorox Entity to, use its commercially reasonable efforts to maintain such Business Contract, Permit or other Business Asset for the benefit of Splitco (including the benefit of enforcement of any rights of Clorox or any of its Affiliates against any third party thereto arising out of breach or cancellation by the third party thereto or otherwise), or otherwise make arrangements reasonably requested by HCI designed to provide to Splitco or Clorox Korea such benefit; provided that Splitco or Clorox Korea shall be responsible for performing the obligations of Clorox and the appropriate Clorox Entity under any such Contract or Permit or with respect to such other Business Asset, in each case, that Splitco or Clorox Korea would have been responsible for had they been transferable directly to Splitco or Clorox Korea, and only to the extent that the corresponding benefits thereunder are provided to Splitco or Clorox Korea; provided further that Parent or HCI shall reimburse Clorox or the appropriate Clorox Entity for all reasonable costs and expenses incurred by each of them in connection with the foregoing. (c) Subject to the terms and conditions hereof, each of Parent, HCI and Clorox shall, and shall cause their respective Affiliates to, make commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary including as required by applicable Laws, to assure fully to Splitco (and, following the Closing, HCI and its Subsidiaries) and its and their successors or permitted assigns, all of the Business Assets, Additional Assets, Business Contracts and Business Liabilities intended to be conveyed to, owned by, or assumed by Splitco and Clorox Korea under this Agreement and the Ancillary Agreements and to assure fully to Clorox, and its respective successors and permitted assigns, the maintenance by Clorox and its Subsidiaries of the Excluded Assets and the assumption by Splitco and Clorox Korea of the Business Liabilities intended to be assumed by Splitco and Clorox Korea under this Agreement and the Ancillary Agreements, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby (including (i) transferring back to Clorox any Excluded Asset, Excluded Liability or item relating to or included in the Retained Business, respectively, which Excluded Asset, Excluded Liability or item relating to or included in the Retained Business was transferred to HCI indirectly through the acquisition of the Splitco Shares at the Closing and (ii) transferring to Splitco or Clorox Korea any asset or liability contemplated by this Agreement to be a Business Asset, Additional Asset, Business Contract or Business Liability, respectively, which asset or liability was not transferred to Splitco or Clorox Korea at or prior to the Closing). (d) In furtherance and without limitation to the foregoing, SES shall use its reasonable best effortsClorox shall, and shall cause its Affiliates to use their reasonable best effortsassist HCI in effecting the transfer of Permits, including Environmental Permits, that are Business Assets to cause the Splitco or Clorox Korea or, if any such Permits to be transferred to Splitcoare not transferable, Clorox shall assist Splitco or Clorox Korea in obtaining new Permits so that it may operate the Transferred Businesses and the Transferred Entities as of the Closing Date in compliance with all applicable Laws, including Environmental Laws; provided that Parent or HCI shall reimburse Clorox or any of its Affiliates for all reasonable costs and expenses incurred by each of them in connection with the foregoing. Alternatively, and where not prohibited by applicable Law or the terms of any Environmental Permit, the parties may execute an agreement providing that a portion or all of the operations of the Transferred Businesses and the Business PP&E will be conducted after Closing, subject to the same material operating conditions, pursuant to existing Environmental Permits held by Clorox or any of its Affiliates. (de) SES In furtherance and without limitation to the foregoing Clorox shall, and shall cause its Affiliates to use reasonable best efforts to to, cooperate with the GE Entities Splitco or Clorox Korea in connection with remedying any failure claim that the Business Intellectual Property infringes the rights of any other Person or with any claim by Splitco that Intellectual Property of any other Person infringes any of the Transferred Businesses Business Intellectual Property; provided that Parent or HCI shall reimburse Clorox and any of its Affiliates for all reasonable costs and expenses incurred by each of them in connection with the Transferred Entities to be in material compliance with any material Law applicable to any such Transferred Business and Transferred Entitiesforegoing. (e) Each Stockholder hereby agrees, at any time prior to the Termination Date, and except as contemplated hereby, not to (i) tender any Class C Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Class C Shares or Beneficial Ownership (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit the Class C Shares into a voting trust or enter into a voting agreement with respect to the Class C Shares. Any Transfer in violation of this provision shall be void.