Common use of Efforts to Consummate Clause in Contracts

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each party hereto without payment or further consideration shall use its reasonable, good faith efforts to take or cause to be taken all action and to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, as soon as reasonably practicable, the Contemplated Transactions, including, but not limited to, obtaining all consents, authorizations, orders and approvals of any third party, whether private or governmental, required in connection with such party's performance of such transactions and each party hereto shall cooperate with the other in all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be required to undertake any measures which in the reasonable opinion of Buyer are extraordinary to obtain any such approvals or consents, including, without limitation, under no circumstances shall Buyer be required to (a) make any payments to any person or party from whom such consents or approvals are sought, as consideration therefor; or (b) except as Buyer may otherwise agree in writing (and Buyer shall have no obligation to so agree), accept any changes in the terms of the document or instrument for which a consent, approval or waiver is sought or (c) alter or modify its capital or debt structure or any term or provision contained in any agreement relating thereto. (b) Whenever this Agreement requires Seller to take any action (or to use any effort to take such action) or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of the Stockholder to cause Seller to take or refrain from taking such action.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each party hereto without payment or further consideration of Parent and the Company shall use its reasonable, good faith their respective reasonable best efforts to take promptly take, or cause to be taken taken, all action actions and to do do, or cause to be done done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effectiveeffective as promptly as practicable after the date of this Agreement the transactions contemplated by this Agreement including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as soon promptly as reasonably practicablepracticable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the Contemplated Transactions“Governmental Approvals”), including(ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals, but not limited to(iii) the obtaining of all other necessary Consents from third parties, obtaining all consents, authorizations, orders and approvals (iv) the defending of any third partylawsuits or other legal proceedings, whether private judicial or governmentaladministrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by 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, penalty or other consideration to any third party for any Consent required for the consummation of the transactions contemplated by this Agreement under any Contract and (y) the consent of Parent shall be required with respect to any amendment or modification to any Contract in connection with such party's performance of such transactions and each party hereto shall cooperate with the other in all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be required to undertake any measures which in the reasonable opinion of Buyer are extraordinary to obtain obtaining any such approvals Consent that is adverse in any material respect to Parent or consents, including, without limitation, under no circumstances shall Buyer be required to (a) make any payments to any person or party from whom such consents or approvals are sought, as consideration therefor; or (b) except as Buyer may otherwise agree in writing (and Buyer shall have no obligation to so agree), accept any changes in the terms of the document or instrument for which a consent, approval or waiver is sought or (c) alter or modify its capital or debt structure Company or any term or provision contained in any agreement relating theretoCompany Subsidiary. (b) Whenever this Agreement requires Seller to take any action (or to use any effort to take such action) or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of the Stockholder to cause Seller to take or refrain from taking such action.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each party of the parties hereto without payment or further consideration shall agrees to use its reasonable, good faith reasonable best efforts to take take, or cause to be taken taken, all action and to do do, or cause to be done done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveconsummate, as soon promptly as reasonably practicable, the Contemplated Transactionstransactions contemplated hereby, includingincluding the obtaining of all necessary consents, but not limited to, obtaining all consentswaivers, authorizations, orders and approvals of any third partyparties, whether private or governmental, required of it to enable it to satisfy the conditions precedent to the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in connection assisting it to comply with such party's performance this Section 5.10. Without limiting the generality of such transactions and the foregoing, each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the other in all consummation of the foregoingtransactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by the Company without the prior written approval of Buyer. Notwithstanding anything the foregoing, nothing contained herein shall require (i) any party hereto or any of their respective Affiliates to sell, transfer, divest or otherwise dispose of any of its respective business, assets or properties in connection with this Agreement or any of the contrary contained in this Agreementtransactions contemplated hereby or (ii) any party hereto to initiate any litigation, Buyer shall not be required make any substantial payment or incur any material economic burden (including as a result of any divestiture), except for payments a party presently is contractually obligated to undertake any measures which in the reasonable opinion of Buyer are extraordinary make, to obtain any such approvals or consents, including, without limitation, under no circumstances shall Buyer be required to (a) make any payments to any person or party from whom such consents or approvals are sought, as consideration therefor; or (b) except as Buyer may otherwise agree in writing (and Buyer shall have no obligation to so agree), accept any changes in the terms of the document or instrument for which a consent, approval waiver, authorization, order or waiver is sought or (c) alter or modify its capital or debt structure or any term or provision contained in any agreement relating theretoapproval. (b) Whenever this Agreement requires Seller to take any action (or to use any effort to take such action) or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of the Stockholder to cause Seller to take or refrain from taking such action.

Efforts to Consummate. (a) Subject to On the terms and subject to the conditions herein providedset forth in this Agreement, each party of the parties hereto without payment or further consideration shall use its reasonable, good faith commercially reasonable efforts to take take, or cause to be taken taken, as promptly as reasonably practicable, all action actions, and to do do, or cause to be done done, as promptly as reasonably practicable, all things necessary, proper necessary or advisable under applicable laws and regulations Laws to consummate and make effectiveeffective the SPAC Merger, the Acquisition Merger and the other transactions contemplated hereby as soon promptly as reasonably practicable, the Contemplated Transactions, including, but not limited to, obtaining including by using commercially reasonable efforts to take all consents, authorizations, orders and approvals of any third party, whether private or governmental, required in connection with such party's performance of such transactions and each party hereto shall cooperate with the other in action necessary to satisfy all of the foregoing. conditions to the obligations of the other party or parties hereto to effect the SPAC Merger and the Acquisition Merger, to obtain any necessary waivers, consents and approvals and to effect all necessary registrations and filings with Governmental Authorities and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the SPAC Merger, the Acquisition Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary contained herein, in connection with the exercise of any commercially reasonable efforts or other standard of conduct pursuant to this Agreement, Buyer neither the Company nor SPAC shall not be required required, in respect of any provision of this Agreement, to undertake pay any measures which in the reasonable opinion of Buyer are extraordinary to obtain any such approvals fees, expenses or consents, including, without limitation, under no circumstances shall Buyer be required to (a) make any payments other amounts to any person Governmental Authority or any party from whom such consents or approvals are soughtto any Contract (excluding, as consideration therefor; or (b) except as Buyer may otherwise agree in writing (for the avoidance of doubt, ordinary course fees and Buyer shall have no obligation to so agreeexpenses of their respective attorneys and advisors), accept commence or participate in any changes in the terms Action or offer or grant any accommodation (financial or otherwise) to any third party, dispose of any assets, incur any material obligations or agree to any of the document or instrument for which a consent, approval or waiver is sought or (c) alter or modify its capital or debt structure or any term or provision contained in any agreement relating theretoforegoing. (b) Whenever this Agreement requires Seller to take any action (or to use any effort to take such action) or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of the Stockholder to cause Seller to take or refrain from taking such action.

Efforts to Consummate. Each of the Parties shall (aand shall cause its respective Affiliates to) Subject to the terms and conditions herein provided, each party hereto without payment or further consideration shall use its reasonable, good faith efforts to take take, or cause to be taken all action taken, lawful and reasonable actions within its control and to do do, or cause to be done done, lawful and reasonable things within its control necessary to fulfill the conditions precedent to the obligations of such Party hereunder and to consummate and make effective as promptly as reasonably practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, each Party will cooperate and use good faith to take, or cause to be taken, all things appropriate actions and to make, or cause to be made, all filings necessary, proper or advisable under any Antitrust Law and all other applicable laws and regulations Laws to consummate and make effective, as soon as reasonably practicable, effective the Contemplated Transactions, including, but not limited to, obtaining all consents, authorizations, orders and approvals of any third party, whether private or governmental, required in connection with such party's performance of such transactions and each party hereto shall cooperate with the other in all of the foregoing. Notwithstanding anything to the contrary contained in contemplated by this Agreement, Buyer shall not be required including the obtainment of Orders of Governmental Authorities and consents of parties to undertake any measures which in contracts with the reasonable opinion of Buyer are extraordinary to obtain any such approvals or consents, including, without limitation, under no circumstances shall Buyer be required to (a) make any payments to any person or party from whom such consents or approvals are soughtRangeland Entities, as consideration therefor; applicable, as are required for the consummation of the transactions contemplated by this Agreement and will defend against any lawsuits or (bother legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations under this Agreement. Nothing in this Agreement shall be construed as an attempt or an agreement by Seller or any of the Rangeland Entities to assign or cause the assignment of any Business Permit that is described on Schedule 3.5(b) except as Buyer may otherwise agree in writing (and Buyer non-assignable without the consent of the other party or parties thereto, unless such consent shall have been given. In no obligation to so agree), accept any changes in the terms of the document or instrument for which a consent, approval or waiver is sought or (c) alter or modify its capital or debt structure event shall “good faith” or any term or provision contained other similar standard of conduct referred to in any agreement relating thereto. (b) Whenever this Agreement requires Seller to take any action (or to use any effort to take such action) or refrain from taking any action, such requirement shall be deemed to include an undertaking on require the part payment of the Stockholder any cash or other consideration by any Party to cause Seller this Agreement to take any third party or refrain from taking such actionGovernmental Authority, other than filing fees and related expenses.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedof this Agreement, each party hereto without payment or further consideration shall use its reasonable, good faith reasonable efforts to take or cause to be taken all action actions and to do or cause to be done all things necessary, proper or advisable required under applicable laws and regulations Laws in order to consummate and make effective, as soon as reasonably practicable, the Contemplated Transactions, including, but not limited to, obtaining all consents, authorizations, orders and approvals of any third party, whether private or governmental, required in connection with such party's performance of such transactions and each party hereto shall cooperate with the other in all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be required to undertake any measures which in the reasonable opinion of Buyer are extraordinary to obtain any such approvals or consentscontemplated hereby, including, without limitation, under no circumstances shall Buyer be required to (a) make obtaining all authorizations, consents and approvals of any payments to Person or Authority that are required for or in connection with the consummation of the transactions contemplated hereby and by the other documents describing the transactions contemplated hereby (collectively, the "Transaction Documents"), including, without limitation, approvals required under the HSR Act, but not including any person or party from whom such consents or approvals are soughtrequired by any agreement, as consideration therefor; document or other instrument or Permit that is excluded from Section 4.3 hereof pursuant to the last sentence thereof, (b) except as Buyer may otherwise agree in writing (taking any and Buyer shall have no obligation all reasonable actions necessary to so agree), accept any changes in the terms satisfy all of the document or instrument for which a consentconditions to such party's obligations hereunder as set forth in Article 6, approval or waiver is sought or and (c) alter executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or modify its capital or debt structure or any term or provision contained prior to the Closing. Nothing in any agreement relating thereto. (b) Whenever this Agreement requires Seller to take any action (or to use any effort to take such action) or refrain from taking any action, such requirement shall be deemed construed as an attempt or an agreement by the Company to include an undertaking on assign or cause the part assignment of any contract or agreement which is by Law nonassignable without the consent of the Stockholder other party or parties thereto, unless such consent shall have been given. Without limiting the generality of the foregoing, on or prior to the Closing Date, Seller and the Company shall have taken all reasonable steps necessary to cause Seller the assignment or transfer to take or refrain from taking such actionPurchaser (or, if applicable, to the Company as the wholly-owned subsidiary of Purchaser) of those contracts, agreements and other rights listed on SCHEDULE 5.4 hereto.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedof this Agreement, each party hereto without payment or further consideration shall use its reasonable, good faith reasonable efforts to take or cause to be taken all action actions and to do or cause to be done all things necessary, proper or advisable required under applicable laws and regulations Laws in order to consummate and make effective, as soon as reasonably practicable, the Contemplated Transactions, including, but not limited to, obtaining all consents, authorizations, orders and approvals of any third party, whether private or governmental, required in connection with such party's performance of such transactions and each party hereto shall cooperate with the other in all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be required to undertake any measures which in the reasonable opinion of Buyer are extraordinary to obtain any such approvals or consentscontemplated hereby, including, without limitation, under no circumstances shall Buyer be required to (a) make obtaining all authorizations, consents and approvals of any payments to Person or Authority that are required for or in connection with the consummation of the transactions contemplated hereby and by the other documents describing the transactions contemplated hereby (collectively, the "Transaction Documents"), including, without limitation, approvals required under the HSR Act, but not including any person or party from whom such consents or approvals are soughtrequired by any agreement, as consideration therefor; document or other instrument or Permit that is excluded from Section 4.3 hereof pursuant to the last sentence thereof, (b) except as Buyer may otherwise agree in writing (taking any and Buyer shall have no obligation all reasonable actions necessary to so agree), accept any changes in the terms satisfy all of the document or instrument for which a consentconditions to such party's obligations hereunder as set forth in Article 6, approval or waiver is sought or and (c) alter executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or modify its capital or debt structure or any term or provision contained prior to the Closing. Nothing in any agreement relating thereto. (b) Whenever this Agreement requires Seller to take any action (or to use any effort to take such action) or refrain from taking any action, such requirement shall be deemed construed as an attempt or an agreement by the Company to include an undertaking on assign or cause the part assignment of any contract or agreement which is by Law nonassignable without the consent of the Stockholder other party or parties thereto, unless such consent shall have been given. Without limiting the generality of the foregoing, on or prior to the Closing Date, Seller and the Company shall have taken all reasonable steps necessary to cause Seller the assignment or transfer to take or refrain from taking such actionPurchaser (or, if applicable, to the Company as the wholly-owned subsidiary of Purchaser) of those contracts, agreements and other rights listed on Schedule 5.4 hereto.

Efforts to Consummate. (a) Subject to the terms and conditions herein --------------------- provided, each party of the parties hereto without payment or further consideration shall agrees to use its reasonable, good faith commercially reasonable best efforts to take take, or cause to be taken taken, all action and to do do, or cause to be done done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveconsummate, as soon promptly as reasonably practicable, the Contemplated Transactionstransactions contemplated hereby, including, but not limited to, the obtaining of all necessary consents, waivers, authorizations, orders and approvals of any third partyparties, whether private or governmental, required in connection of it to enable it to comply with such party's performance of such the conditions precedent to consummating the transactions and each contemplated by this Agreement. Each party hereto shall agrees to cooperate fully with the other party in all assisting it to comply with this Section. Notwithstanding the foregoing, none of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, Buyer parties shall not be required to undertake initiate any measures which in the reasonable opinion of Buyer are extraordinary litigation, make any payment or incur any obligation or material economic burden, to obtain any such approvals consent, waiver, authorization, order or consentsapproval. Buyer agrees and it shall cause its Subsidiaries to take all action reasonably appropriate to effectuate the financings under the Commitment Letters. At Closing, including, without limitation, under Seller will cause there to be no circumstances shall Buyer be required to (a) make any payments to any person Liens which materially interfere with the operation of the Business or party from whom such consents or approvals are sought, as consideration therefor; or (b) except as Buyer may otherwise agree in writing (and Buyer shall have no obligation to so agree), accept any changes with the financing described in the terms of the document or instrument for which a consent, approval or waiver is sought or (c) alter or modify its capital or debt structure or any term or provision contained in any agreement relating theretoCommitment Letters. (b) Whenever this Agreement requires Seller to take any action (or to use any effort to take such action) or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of the Stockholder to cause Seller to take or refrain from taking such action.