Common use of Efforts to Consummate Clause in Contracts

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreement, each of Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Sale and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts reasonably necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation of the foregoing, each of Purchaser and Sellers shall (A) make or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transaction.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementherein provided, each of Purchaser, the Company (Parent and the Company shall cause the other Transferred Entities to) and Sellers shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Law Laws to consummate and make effective as promptly as practicable after the Sale and date hereof the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all acts reasonably necessary applications, notices, disclosures, petitions, filings, ruling requests, and other documents and to cause the conditions precedent set forth in Article VI obtain as promptly as practicable all Consents necessary or advisable to be satisfied; obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) the obtaining of as promptly as reasonably practicable taking all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any obtain all such Governmental Entity; Approvals, (iii) the defending of obtaining any Actions, whether judicial or administrative, challenging this Agreement or Consents required from third parties (other than Governmental Approvals) in connection with the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, Merger and to fully carry out the purposes of, of this Agreement. In furtherance The Company and not in limitation of the foregoingParent shall, each of Purchaser subject to applicable Law, promptly cooperate and Sellers shall (A) make or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate coordinate with the other Parties in connection the taking of the actions contemplated by the foregoing clauses (i) – (iv) and supply the other with any information that may be reasonable required in order to effectuate the taking of such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transactionactions.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementherein provided, each of Purchaser, the Company (Parent and the Company shall cause the other Transferred Entities to) and Sellers shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Law Laws to consummate and make effective as promptly as practicable after the Sale and date of this Agreement the other transactions contemplated by this Agreement, Agreement including using reasonable best efforts to accomplish the following: (i) the taking of preparing as promptly as practicable all acts reasonably necessary applications, notices, petitions, filings, ruling requests, and other documents and to cause the conditions precedent set forth in Article VI obtain as promptly as practicable all Consents necessary or advisable to be satisfied; obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) the obtaining of as promptly as practicable taking all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any obtain all such Governmental Entity; Approvals, (iii) the obtaining of all other necessary Consents from third parties, and (iv) the defending of any Actionslawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Sale Merger and the other transactions contemplated herebyby this Agreement; provided that (x) no party shall be required to pay (and the Company and its Subsidiaries shall not pay or agree to pay without the prior written consent of Parent) any fee, including seeking to have any stay or temporary restraining order, decree, injunction penalty or other agreement entered by consideration to any court or other Governmental Entity vacated or reversed; and (iv) third party for any Consent required for the execution and delivery consummation of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation of the foregoing, each of Purchaser and Sellers shall (A) make or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions Contract and not extend any waiting period under (y) the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) Parent shall be required with respect to any amendment or modification to any Contract in connection with obtaining any such filing Consent that is adverse in any material respect to Parent or the Company or any such transactionCompany Subsidiary.

Efforts to Consummate. (a) Subject to the terms and conditions of this AgreementSection 4.8, each of Purchaser, the Company parties hereto (and other than the Company shall cause the other Transferred Entities toStockholders’ Representative) and Sellers shall use their respective its reasonable best efforts to promptly take, or cause to be taken, all lawful and reasonable actions within such party’s control and to do, or cause to be done, all lawful and reasonable things necessary, proper or advisable under applicable Law within such party’s control necessary to fulfill the conditions precedent to the obligations of the other parties hereunder and to consummate and make effective as promptly as practicable the Sale Transactions and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, but subject to Section 4.8, each party to this Agreement (other than the Stockholders’ Representative): (a) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, including using Transactions; and (b) shall use reasonable best efforts to accomplish the following: obtain each consent (i) the taking of all acts reasonably necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the taking of all reasonable steps as may be necessary to avoid Merger or any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this AgreementTransactions. In furtherance and not in limitation of the foregoingaddition, each of Purchaser the Company, Parent and Sellers Merger Sub shall (A) make use their reasonable best efforts to lift any injunction prohibiting, or any other legal bar to, the Merger or any of the other Transactions. Nothing in this Agreement shall be construed as an attempt or an agreement by the Company or any of its Subsidiaries to assign or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case assignment of any filings required under Contract or Permit which is by Legal Requirement non-assignable without the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any party or parties thereto, unless such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transactionconsent shall have been given.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementset forth herein, each of Purchaserincluding any limitations set forth in Section 5.3, and to applicable Law, the Company (and the Company shall cause the other Transferred Entities to) and Sellers shall use their respective its reasonable best efforts to promptly take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective, as promptly as practicable, the Sale and the other transactions contemplated by this AgreementContemplated Transactions, including using reasonable best the satisfaction of the applicable conditions set forth in ARTICLE VI; provided, that such efforts shall not require agreeing to accomplish any obligations or accommodations (financial or otherwise) binding on the following: Company Group in the event the Closing does not occur. Parent and Merger Sub acknowledge that certain consents to the Contemplated Transactions or waivers may be required from parties to Contracts to which any member of the Company Group is a party (iincluding any Contracts set forth on Schedule 3.4) and such consents or waivers may not be obtained prior to the taking Closing. Parent and Merger Sub further agree that no representation, warranty, covenant or agreement of the Company contained herein will be breached or deemed breached and no condition of Parent or Merger Sub will be deemed not to be satisfied as a result of the failure to obtain any such consent or waiver or as a result of any default, acceleration or termination or any Litigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or waiver. Parent shall take all acts reasonably actions necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties Merger Sub and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary Surviving Corporation to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, perform their respective obligations under this Agreement. In furtherance and not in limitation of the foregoing, each of Purchaser and Sellers shall (A) make or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transaction.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementherein provided, each of Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers Party shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Applicable Law and regulations to consummate and make effective as promptly as practicable the Sale and the other transactions contemplated by this Agreement, hereby (including using reasonable best efforts to accomplish the following: (ix) the taking satisfaction, but not waiver, of all acts reasonably necessary to cause the closing conditions precedent set forth in Article VI to be satisfied; 10, (iiy) the obtaining of as promptly as practicable all necessary actions or non-actions, waivers, consents, approvals, ordersregistrations, authorizations, waivers and permits necessary or advisable to be obtained from any third party or any Governmental Authorities and the expiration or termination of all applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments under applicable Antitrust Laws necessary to consummate the Sale and the other transactions contemplated hereby, and (z) satisfying (and making commercially reasonable arrangements with third parties in order to fully carry out satisfy) the purposes of, this Agreement. In furtherance and not in limitation applicable initial listing requirements of the foregoing, each of Purchaser Qualified Stock Exchange and Sellers shall (A) make or cause obtaining approval for listing the Company Ordinary Shares and Company Warrants issued pursuant to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after on a Qualified Stock Exchange). Subject to Section 12.06, the date costs incurred in connection with obtaining such consents of this Agreement (andall Governmental Authorities, in the case such expiration or termination of any filings required all applicable waiting periods under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any applicable Antitrust Laws), in respect of such filings or such transactions and not extend including any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties filing fees in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunderLaw, and any other Laws that are designed fees associated with obtaining approval for listing the Company Ordinary Shares and Company Warrants issued pursuant to prohibitthis Agreement on a Qualified Stock Exchange, restrict or regulate actions having shall be paid 50% by the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transactionCompany and 50% by BSAQ.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreement, each of Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers Each Purchaser shall use their respective reasonable best efforts Reasonable Efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law in compliance with Applicable Laws to consummate and make effective, as soon as reasonably practicable, the Sale transactions contemplated hereby with respect to such Purchaser, including, without limitation, at the request of GAIF, the entering into of the AXX Purchase Agreement Assignment, the Boeing Conversion Contract Assignment and the other transactions contemplated by this Agreement, including using reasonable best efforts Boeing Freighter Purchase Agreement Assignment subject to accomplish such agreements being reasonably satisfactory to the following: (i) applicable Purchaser. Without limiting the taking of all acts reasonably necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation generality of the foregoing, each of Purchaser and Sellers shall (A) make or cause cooperate with each Seller to be made the filings, registrations, give all notices, make all material required filings with or applications to Government Entities and declarations required use Reasonable Efforts to obtain all material Consents of such Party under all third parties, including Government Entities necessary for the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not Parties to consummate the transactions contemplated herein with respect to such Purchaser. Each Purchaser will promptly use Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to promptly provide any Government Entity or any and all information reasonably requested in this Agreementconnection therewith. In addition, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably each Purchaser agrees to use Reasonable Efforts to cooperate with the other Parties GAIF and each Seller in connection with any such filings (includingthe foregoing, if requested by any other Party, including using Reasonable Efforts to accept all reasonable additions, deletions or changes suggested by such other Party cause the conditions set forth in connection therewith) Article IX and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of Section 11.03 to be satisfied and to consummate the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) transactions contemplated herein with respect to any such filing or any such transactionPurchaser.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementherein provided, each of Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers shall parties hereto will use their respective reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the Sale and the other transactions contemplated by this AgreementAgreement (including the satisfaction, including using reasonable best efforts to accomplish the following: (i) the taking but not waiver, of all acts reasonably necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) ARTICLE II, including the obtaining completion of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods the Contribution and authorizations from Governmental Entities and third parties Exchange and the making Pre-Merger Restructuring); provided, however, that notwithstanding anything to the contrary contained in this Agreement, in the case of all necessary registrations, declarations and filings any consents or approvals of any Persons (including registrations, declarations and filings with other than a Governmental Entities, if anyBody) and the taking of all reasonable steps as that may be necessary required in connection with the foregoing or otherwise related to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking no party hereto will be required to have make any stay payments to any third party to secure any such consent or temporary restraining order, decree, injunction approval and will not be required to modify any such Contract to which the consent or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) approval may relate. Without limiting the execution and delivery of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation generality of the foregoing, each of Purchaser and Sellers shall (A) the parties hereto will use reasonable best efforts to make filings or cause to be made the filings, registrations, noticesnotifications with, and declarations required obtain consents of such Party under the HSR Act and any other Antitrust Laws with respect all Governmental Bodies necessary to consummate the transactions contemplated by this Agreement as Agreement. Each of the parties hereto will promptly as practicable after inform the date of this Agreement (and, in the case other parties hereto of any filings required under substantive communication between such party and any Governmental Body regarding any of the HSR Act, in no event later than fifteen (15) days from the execution of transactions contemplated by this Agreement. Without limiting the foregoing, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division none of the U.S. Department parties hereto, nor any of Justice (the “DOJ”)their respective Affiliates, or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or will enter into any agreement with any such Governmental Entity Body not to consummate the transactions contemplated in this Agreementhereby, except with the prior written consent of the other Parties parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transaction.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementherein provided, each of Purchaser, the Company (Parent and the Company shall cause the other Transferred Entities to) and Sellers shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Law Laws to consummate and make effective as promptly as practicable after the Sale and date hereof the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of preparing as promptly as practicable all acts reasonably necessary applications, notices, petitions, filings, ruling requests and other documents and to cause the conditions precedent set forth in Article VI obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be satisfied; obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) the obtaining of as promptly as practicable taking all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any obtain all such Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this AgreementApprovals. In furtherance and not in limitation of the foregoing, each of Purchaser party hereto agrees to make all filings required by the Securities Act and Sellers shall (A) make or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Exchange Act and any other Antitrust Laws with respect to applicable federal or state securities Law (the transactions contemplated by this Agreement “Securities Laws”). Each party shall supply as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from or documentation that may be requested pursuant to the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Securities Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transaction.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementherein provided, each of Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers Parties shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the Sale and the other transactions contemplated by this AgreementAgreement (including the satisfaction, including using reasonable best efforts to accomplish but not waiver, of the following: (i) the taking of all acts reasonably necessary to cause the closing conditions precedent set forth in Article VI 7); provided, however, that, notwithstanding anything to the contrary contained in this Agreement, (i) in the case of any Consents from any third party that may be required in connection with the foregoing, Sellers, the Holding Companies and their respective Affiliates (including the Group Companies) shall not be required to seek or obtain from any third party any such Consent, unless otherwise agreed in writing by the Seller Representative, or make, or cause to be satisfied; made, any payments to any third party to secure any such Consent and shall not be required to modify any such contract or agreement to which the Consent may relate in any material respect, and (ii) for the obtaining avoidance of all necessary actions doubt, none of Sellers or non-actionsany of their Affiliates (including, waiversprior to the Closing, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties the Holding Companies and the making Group Companies) shall have any liabilities arising out of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or relating to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial contracts or administrative, challenging this Agreement or the consummation arrangements set forth in Section 3.5 of the Sale and Seller Schedules or Section 4.3 of the other Seller Schedules which it does not seek or obtain in connection with the transactions contemplated hereby, including seeking prior to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments necessary to consummate Closing. Without limiting the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation generality of the foregoing, each of Purchaser the Parties shall use reasonable best efforts to obtain consents of all Governmental Entities necessary to consummate the transactions contemplated by this Agreement. All costs incurred in connection with obtaining such consents, including, if applicable, the HSR Act filing fee, shall be borne by HYAC; provided, however, that each Party shall bear its out-of-pocket costs and Sellers expenses of its own legal counsel and other advisors or consultants in connection with the preparation of any such filings or consents. Each Party shall (A) make make, or cause to be made made, to the filingsextent necessary, registrations, notices, and declarations required of such Party under an appropriate filing pursuant to the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable (and in any event, the filing under the HSR Act within ten Business Days) after the date of this Agreement (and, in unless filed prior to the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution date of this Agreement, unless otherwise agreed ) and shall respond as promptly as practicable to any requests by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any appropriate Governmental Entity Entities for additional information and documentary materials received by material pursuant to the HSR Act, if applicable. Each Party shall promptly inform the other Parties of any communication between such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division and any Governmental Entity regarding any of the U.S. Department of Justice (transactions contemplated by this Agreement. Without limiting the “DOJ”)foregoing, or by any other Governmental Entity (including under any Antitrust Laws)if applicable, in respect of such filings or such transactions each Party and their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreementhereby, except with the prior written consent of the other Parties hereto; Parties. Nothing in this Section 6.2 obligates any Party or any of its Affiliates to agree to (A) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (B) terminate, amend or assign existing relationships and contractual rights or obligations, (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (includingamend, if requested by any other Party, to accept all reasonable additions, deletions assign or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation terminate existing licenses or other inquiry of any such agency agreements, or (D) enter into new licenses or other Governmental Entity under agreements. No Party shall agree to any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) foregoing measures with respect to any such filing other Party or any of its Affiliates (including, in the case of the Sellers, the Group Companies), except with such transactionother Party’s prior written consent.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreement, each of Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers party shall use their respective its commercially reasonable best efforts to promptly take, take or cause to be taken, taken all actions and to do, do or cause to be done, done all things necessaryrequired under all applicable Laws, proper or advisable under applicable Law Orders and Contracts to consummate the Sale and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts reasonably necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking all commercially reasonable efforts to have obtain or make from or with all Persons all such consents, approvals, authorizations, waivers, notifications and filings as are required to be obtained or made by such party under such Laws, Orders and Contracts for the consummation of the transactions contemplated hereby (including the filing of all notification and reports forms and other information required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")); provided however that nothing contained ------- -------- ------- herein shall require the Purchaser to undertake any stay action, including the divestiture of any assets or temporary restraining orderproperties, decree, injunction that may be required to obtain the consent or other agreement entered by any court approval of the United States Federal Trade Commission or other Governmental Entity vacated or reversed; and (iv) Department of Justice for the execution and delivery consummation of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation of the foregoing, each of Purchaser and Sellers The Seller Group shall (A) make take or cause to be made the filings, registrations, notices, taken all actions and declarations do or cause to be done all things required of such Party under the HSR Act and any other Antitrust Laws with respect to extinguish at or prior to the transactions contemplated Closing all indebtedness owed by this Agreement as promptly as practicable after the date of this Agreement (and, in Companies and to release any and all Encumbrances on or affecting the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transactionPurchased Assets.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementherein provided, each of Purchaser, the Company (Seller and the Company shall cause the other Transferred Entities to) and Sellers Buyer shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all reasonable things necessary, reasonably necessary and proper or advisable under applicable Law laws and regulations to consummate and make effective as promptly as practicable the Sale and the other transactions contemplated by this Agreementhereby (including the satisfaction, including using reasonable best efforts to accomplish but not waiver, of the following: (i) the taking of all acts reasonably necessary to cause the closing conditions precedent set forth in Article VI to be satisfied; (ii) the ARTICLE 7 and obtaining consents of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Sale and the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments necessary to consummate the Sale and the other transactions contemplated hereby). The HSR Act filing fee will be paid by Buyer. Each Party shall make an appropriate filing, and if necessary, pursuant to fully carry out the purposes of, this Agreement. In furtherance and not in limitation of the foregoing, each of Purchaser and Sellers shall (A) make or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws (which filing shall specifically request early termination of the waiting period prescribed by the HSR Act) with respect to the transactions contemplated by this Agreement as promptly as practicable (and in any event, within ten (10) Business Days) after the date of this Agreement (and, in and shall supply as promptly as practicable to the case of appropriate Governmental Entities any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from material that may be requested pursuant to the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division HSR Act. Each of the U.S. Department of Justice (the “DOJ”)Buyer and Seller shall use its reasonable best efforts to obtain all necessary and appropriate consents, approvals, waivers, actions, non-actions, or by other authorizations from Governmental Entities, with respect to any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period antitrust clearance under the HSR Act and any foreign antitrust laws, as promptly as reasonably practicable, and in any event prior to Closing, and that any conditions set forth in or enter into any agreement with established by any such Governmental Entity not to consummate the transactions contemplated in this Agreementconsents, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (includingclearances, if requested by any other Partyapprovals, to accept all reasonable additionswaivers, deletions actions, or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation non-actions or other inquiry of any such agency authorizations from Governmental Entities are satisfied on or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed prior to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transactionClosing Date.

Efforts to Consummate. (a) Subject to the terms and conditions of this Agreementherein provided, each of Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers shall parties hereto agrees to use their respective its reasonable best efforts to promptly take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate consummate, as promptly as practicable, the Sale and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to accomplish the following: (i) the taking of all acts reasonably necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) including, but not limited to, the obtaining of all necessary actions or non-actionsconsents, waivers, consentsauthorizations, approvals, orders, expiration orders and approvals of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Entity; (iii) the defending of any Actionsparties, whether judicial private or administrativegovernmental, challenging required of it to enable it to comply with the conditions precedent to consummating the transactions set forth in this Agreement or and, in the consummation case of the Sale and the other transactions contemplated herebyPxxxxxx, including seeking to have any stay or temporary restraining order, decree, injunction or other agreement entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of additional instruments necessary obtaining financing to consummate the Sale and transaction. Each party agrees to cooperate fully with each of the other transactions contemplated herebyparties in assisting them to comply with the provisions of this Section, and to fully carry out in the purposes ofevent any claim, this Agreement. In furtherance and not in limitation action, suit, investigation or other proceeding by any governmental body or other person is commenced which questions the validity or legality of the foregoing, each of Purchaser and Sellers shall (A) make or cause to be made the filings, registrations, notices, and declarations required of such Party under the HSR Act and any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this Agreement, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party seeks damages in connection therewith) , the parties agree to cooperate and in connection with resolving any use their reasonable best efforts to defend against such claim, action, suit, investigation or other inquiry of proceeding. If an injunction or other order is issued in any such agency action, suit or other Governmental Entity under any of the HSR Actproceeding, the Xxxxxxx Antitrust Act parties agree to use their reasonable best efforts to have such injunction or other order lifted. Notwithstanding the foregoing, no party hereto shall be required to make any substantial payment or incur any material economic burden, other than a payment otherwise required of 1890it, as amendedto obtain any consent, waiver, authorization order or approval, and the rules and regulations promulgated thereunderif, despite its efforts, any party is unable to obtain any material consent, waiver, authorization, order or approval, the Xxxxxxx Act of 1914other parties for whose benefit the consent, waiver, authorization, order or approval is to be obtained may terminate this Agreement and shall have no liability therefor, except as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transactionis provided in Section 10.2.

Efforts to Consummate. (a) Subject to Each of the terms and conditions of this Agreement, each of Purchaser, the Company (and the Company shall cause the other Transferred Entities to) and Sellers Parties hereto shall use their respective its reasonable best efforts to promptly take, or cause to be taken, all lawful and reasonable actions within such Party’s control and to do, or cause to be done, all lawful and reasonable things necessary, proper or advisable under applicable Law within such Party’s control necessary to fulfill the conditions precedent to the obligations of the other Party(ies) hereunder and to consummate and make effective as promptly as practicable the Sale transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing. Except as otherwise set forth in this Agreement, each Party to this Agreement: (a) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given (whether pursuant applicable Law, Contract, or otherwise) by such Party in connection with the sale of the Seller Shares and the other transactions contemplated by this Agreement, including using ; (b) shall use reasonable best efforts to accomplish the following: obtain each Consent (i) the taking of all acts reasonably necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders, expiration of applicable waiting periods and authorizations from Governmental Entities and third parties and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and required to be obtained (whether pursuant to applicable Law, Contract, or otherwise) by such Party in connection with the taking of all reasonable steps as may be necessary to avoid any Action by any Governmental Entity; (iii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation sale of the Sale and Seller Shares or any of the other transactions contemplated herebyby this Agreement, including seeking provided that Sellers shall not be required to have make any stay payments (not otherwise legally or temporary restraining ordercontractually owed) (other than customary administrative, decree, injunction processing or other agreement entered by similar fees) to third parties to obtain any court or other Governmental Entity vacated or reversedrequired Consent; and (ivc) shall use reasonable best efforts to lift any injunction prohibiting, or any other legal bar to, the execution and delivery sale of additional instruments necessary to consummate the Sale and Seller Shares or any of the other transactions contemplated hereby, and to fully carry out the purposes of, by this Agreement. In furtherance and not Nothing in limitation of this Agreement shall be construed as an attempt or an agreement by the foregoing, each of Purchaser and Sellers shall (A) make Parties to assign or cause to be made the filings, registrations, notices, and declarations required assignment of such Party under (or transfer control of) any Contract or permit which by Law is non-assignable without the HSR Act and Consent of any other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and, in the case of any filings required under the HSR Act, in no event later than fifteen (15) days from the execution of this AgreementPerson, unless otherwise agreed to by Purchaser and Sellers); (B) respond to, and comply with, at the earliest practicable date, any inquiries received from any Governmental Entity for additional information and documentary materials received by such Party from the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”), or by any other Governmental Entity (including under any Antitrust Laws), in respect of such filings or such transactions and not extend any waiting period under the HSR Act or enter into any agreement with any such Governmental Entity not to consummate the transactions contemplated in this Agreement, except with the prior written consent of the other Parties hereto; and (C) act in good faith and reasonably cooperate with the other Parties in connection with any such filings (including, if requested by any other Party, to accept all reasonable additions, deletions or changes suggested by such other Party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any of the HSR Act, the Xxxxxxx Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder, the Xxxxxxx Act of 1914, as amended, and the rules and regulations promulgated thereunder, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transactionConsent shall have been given.