Common use of Filings; Consents; Etc Clause in Contracts

Filings; Consents; Etc. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use its commercially reasonable efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. The Parent shall bear all of the fees of any required filing to be made with any Governmental Authorities in connection with the Transactions. (b) The Company will timely file with the SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act and such filings will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrations.

Filings; Consents; Etc. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) The Company shall use its commercially reasonable efforts Best Efforts to cooperate with one another in determining which filings are required take, or cause to be made by each party prior to the Effective Time withtaken, all actions, and which consentsto do, approvals, permits or authorizations are required cause to be obtained by each party prior done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other partytransactions contemplated hereby. Without limiting the generality of the foregoing, each the Company shall give all notices, make all required filings with or applications to Governmental Authorities, and use Best Efforts to obtain all Consents of all third parties, including Governmental Authorities and all Consents listed on SCHEDULE 4.4, necessary for the parties to consummate the transactions contemplated hereby. The Company shall reasonably cooperate with Parent in connection with any financing sought by Parent related to the Merger, including providing reasonable access to the books and records, officers, agents, and other representatives of the Company, providing customary certifications to placement agents or auditors, and authorizing and requesting the Company's accountants to provide any customary "comfort" letters or to otherwise cooperate in connection with such financing. In addition, the Company agrees to use Best Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto shall to consummate the transactions contemplated hereby, and (b) cause the conditions set forth in SECTION 8.1 and shall use its commercially reasonable efforts SECTION 8.2 to cause their affiliatesbe satisfied and to consummate the transactions contemplated hereby. In addition to and without limitation of the foregoing, directorsthe Company undertakes and agrees to file as soon as practicable, officersand in any event not later than the tenth Business Day after the date hereof, employees, agents, attorneys, accountants a Notification and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period Report Form under the HSR Act or with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and shall pay 50% of the filing fee in connection therewith. Furthermore, notwithstanding any foreign merger control or competition laws and regulationsprovisions of this Agreement to the contrary, if applicable; it being agreed that no party the Company shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures cooperate with Parent in connection with any demand therefor actions by Parent to avoid or eliminate any impediment under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Authority as a pre-condition with respect to the approval Agreement so as to make effective as promptly as practicable the transactions and to avoid any suit or proceeding that would otherwise have the effect of preventing or delaying the Closing beyond the Termination Date. The Company shall (i) promptly notify Parent of any written communication to the Company or its Affiliates from any Governmental Authority and, subject to applicable Law, permit Parent to review in advance any proposed written communication to any of the Transactions by foregoing (and consider in good faith the views of the other party in connection therewith); (ii) not agree to participate, or to permit its Affiliates to participate, in any such Governmental Authority. Prior to making any application to substantive meeting or filing discussion with any Governmental Authority in connection respect of any filings, investigation or inquiry concerning this Agreement unless it consults with Parent in advance and, to the extent permitted by such Governmental Authority, gives Parent the opportunity to attend and participate thereat; and (iii) furnish Parent with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and its respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. The Parent shall bear all of the fees of any required filing to be made with any Governmental Authorities in connection with the Transactions. (b) The Company will timely file with the SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act and such filings will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrations.

Filings; Consents; Etc. (a) Subject Parent shall use Best Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the terms and conditions of this Agreement, each transactions contemplated hereby. Without limiting the generality of the foregoing, Parent shall give all notices, make all required filings with or applications to governmental bodies and other regulatory authorities, and use Best Efforts to obtain all Consents of all third parties, including Governmental Authorities, necessary for the parties hereto (i) shall to consummate the transactions contemplated herein. In addition, Parent agrees to use its commercially reasonable efforts Best Efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties Company in connection with the execution foregoing, including using Best Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and delivery (b) to cause the conditions set forth in SECTION 8.1 and SECTION 8.3 to be satisfied and to consummate the transactions contemplated herein. In addition to and without limitation of this Agreement the foregoing, Parent undertakes and agrees to file as soon as practicable, and in any event not later than the tenth Business Day after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the consummation Antitrust Division of the Transactions United States Department of Justice, and shall pay 50% of the filing fee in connection therewith. Parent shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) shall use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of not extend any waiting period under the HSR Act or enter into any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection agreement with any demand therefor by any Governmental Authority as a pre-condition not to consummate the approval Merger, except with the prior consent of the Transactions by Representatives hereto (which shall not be unreasonably withheld or delayed). Parent shall (i) promptly notify the Representatives of any such written communication to Parent or its Affiliates from any Governmental Authority. Prior Authority and, subject to making applicable Law, permit the Representatives to review in advance any application proposed written communication to any of the foregoing (and consider in good faith the views of the other party in connection therewith); (ii) not agree to participate, or filing to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in connection respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the Representatives in advance and, to the extent permitted by such Governmental Authority, gives the Representatives the opportunity to attend and participate thereat; and (iii) furnish the Representatives with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and its respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. The Parent shall bear all of the fees of any required filing to be made with any Governmental Authorities in connection with the Transactions. (b) The Company will timely file with the SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act and such filings will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrations.

Filings; Consents; Etc. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) Parent shall use its commercially reasonable best efforts to cooperate with one another in determining which filings are required take care or cause to be made by each party prior taken all actions and to do or cause to be done all things (including the satisfaction (but not the waiver) of the conditions set forth in Section 8.1 and Section 8.3) that are necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, Contemplated Transactions, including using its reasonable best efforts to take all actions necessary, proper and advisable to obtain any required approval, consent, registration, Permit, authorization or other confirmation from any other Governmental Authority with respect to the Effective Time withContemplated Transactions and to avoid the entry of, and which consentsor to have vacated or terminated, approvalsany Order that would restrain, permits prevent or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution and delivery of this Agreement and delay the consummation of the Transactions and (ii) Contemplated Transactions. If a Proceeding is threatened or instituted by any Governmental Authority or other Person challenging the validity or legality, or seeking to restrain the consummation of the Merger or the other Contemplated Transactions, Parent shall use its commercially reasonable best efforts to assist the other parties hereto in timely making all avoid, resist, resolve or, if necessary, defend such filings Proceeding. (b) In addition to and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without without limiting the foregoing, each Parent undertakes and agrees to take all actions necessary to file as soon as practicable, and in any event not later than the fifth (5th) Business Day after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the parties hereto United States Department of Justice and any notifications required to be filed under any applicable foreign antitrust and competition Law, with respect to the Contemplated Transactions. Parent shall provide the Company with drafts of such filings and notifications prior to making any such filing or application, and shall afford the Company the opportunity to comment on and shall consider in good faith the comments of the Company on such drafts. Parent shall (and shall x) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, (y) use its commercially reasonable best efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants the waiting periods or other requirements under the HSR Act and representatives toall other applicable antitrust and competition Laws to terminate or expire at the earliest possible date and in any event prior to the End Date and (z) consult with and fully cooperate with the Company, and provide assistance to each other consider in seeking early termination good faith the views of the Company, in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any waiting period Party in connection with proceedings under or relating to the HSR Act or any foreign merger control other applicable antitrust or competition laws Law. Parent shall not withdraw the initial filing under the HSR Act, regardless of whether it intends to re-file such filing, and regulationsshall not enter into any agreement with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice or any similar foreign agency with responsibility for applicable antitrust and competition Law not to consummate the Contemplated Transactions, if applicable; it being agreed that no party in each case without the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, Parent and its Affiliates shall not be under any obligation obligated to divest of any assets or hold separate any assets assets, initiate any Proceeding, agree to any limitations on the operation of its business, or take any other similar measures in connection with any demand therefor for such action by any a Governmental Authority as a pre-condition to the approval of the Contemplated Transactions by any such Governmental Authority. Prior . (c) Parent shall (A) promptly notify the Company of any material communication to making Parent or its Affiliates from any application Governmental Authority and, subject to applicable Law, permit the Company to review in advance any proposed material communication to any of the foregoing (and consider in good faith the views of the Company in connection therewith); (B) not agree to participate, or filing to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in connection respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the Company in advance and, to the extent permitted by such Governmental Authority, give the Company the opportunity to attend and participate thereat; (C) to the extent Permitted by Law, furnish the Company with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of its staff on the other hand, with respect to this Agreement; and (D) keep the Company reasonably informed with respect to the status of any substantive submission or filing to any Governmental Authority. (d) In the event that any Governmental Authority issues, each party shall provide or threatens to issue, a Second Request for Information, or any Governmental Authority or other Person institutes, or threatens to institute, any Proceeding challenging the validity or legality of, or seeking to restrain the consummation of, the Merger or the other party with drafts thereof Contemplated Transactions, then all costs and expenses (excluding any confidential information included thereinincluding legal fees and expenses) and afford incurred by the other party a reasonable opportunity to comment on such drafts. The Parent shall bear all of Parties, or by the fees of any required filing to be made with any Governmental Authorities Company or the Equityholders, in connection with the Transactionssuch Second Request for Information or Proceeding shall be borne fifty percent (50%) by Parent. (b) The Company will timely file with the SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act and such filings will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrations.

Filings; Consents; Etc. (a) Subject to the terms and conditions of this Agreement, each Each of the parties hereto Meritas Parties shall 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 in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the Transaction. Without limiting the generality of the foregoing, (i) with respect to Meritas, the Meritas Members, (ii) with respect to Chengdu, the Chengdu Stockholder and (iii) with respect to the Blocker, the Blocker Stockholders, shall cause Meritas, Chengdu and the Blocker, respectively, (A) to give all notices, make all required filings with or applications to Governmental Authorities, and use its commercially reasonable efforts Reasonable Efforts to cooperate obtain all Consents of all Persons necessary for the Parties to consummate the Transaction and (B) to submit to or obtain from any Educational Agency any pre-Closing letters, notices, applications, consents or other documents, in each case, as required by any Educational Law to be submitted to or obtained from any Educational Agency in order to consummate the Transaction (including the resulting change in ownership), including as identified on Schedule 8.4; provided, however, that the Meritas Parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than nominal filing or application fees). Each of the Buyer Parties acknowledges that certain Consents and waivers with one another respect to the transactions contemplated by this Agreement may be required from parties to the Contracts listed in determining which filings the Schedules and that such Consents and waivers have not been obtained. The Buyer Parties and the Meritas Parties will coordinate with respect to such notices, letters or material Consents that are required to be made by each party or obtained prior to Closing, in each case, as may be mutually agreed upon or as set forth in Schedule 8.4. As soon as practical after the Effective Time withAgreement Date, the Buyer Parties and which consentsthe Meritas Parties will coordinate with respect to such notices, approvals, permits letters or authorizations Consents that are required to be obtained by made or obtain post-Closing, in each party prior to the Effective Time fromcase, Governmental Authorities as may be mutually agreed upon or other third parties as set forth in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other partySchedule 8.4. Without limiting the foregoingIn addition, each of the parties hereto shall (and shall Meritas Parties agrees to use its commercially reasonable efforts Reasonable Efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants the conditions set forth in Section 10.1 and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. The Parent shall bear all of the fees of any required filing Section 10.2 to be made with any Governmental Authorities in connection with satisfied and to consummate the TransactionsTransaction. (b) The Company will timely file with the SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act and such filings will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrations.

Filings; Consents; Etc. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) The Company shall use its commercially 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 in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. In addition, the Company agrees to use commercially reasonable efforts to cooperate with one another Parent in determining which filings are required connection with the foregoing, including using commercially reasonable efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (b) to cause the conditions set forth in Section 8.1 and Section 8.2 to be made by each party prior satisfied and to consummate the Effective Time withtransactions contemplated hereby. Without limiting the generality of the foregoing, and which consentsthe Company shall give all notices, approvals, permits make all required filings with or authorizations are required applications to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the execution parties, and delivery of this Agreement and the consummation of the Transactions and (ii) shall use its commercially reasonable efforts to assist obtain all consents of all third parties, including Governmental Authorities and parties to Contracts to which the other parties hereto in timely making all such filings Company is bound, necessary for the Parties to consummate the transactions contemplated hereby and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained satisfy the conditions to Closing or as otherwise reasonably requested by the other partyParent. Without limiting the foregoing, each of the parties hereto shall The Company shall: (and shall use its commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives toi) consult and fully cooperate with and provide assistance to each other in seeking early termination promptly notify Parent of any waiting period under written communication to the HSR Act Company or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by its Affiliates from any Governmental Authority as a pre-condition and, subject to the approval applicable Law, permit Parent to review in advance any proposed written communication to any of the Transactions by foregoing (and consider in good faith the views of the other party in connection therewith); (ii) not agree to participate, or to permit its Affiliates to participate, in any such Governmental Authority. Prior to making any application to substantive meeting or filing discussion with any Governmental Authority in connection respect of any filings, investigation or inquiry concerning this Agreement unless it consults with Parent in advance and, to the extent permitted by such Governmental Authority, gives Parent the opportunity to attend and participate thereat; and (iii) furnish Parent with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and its respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. The Parent shall bear all of the fees of any required filing to be made with any Governmental Authorities in connection with the Transactions. (b) The Company will timely file with the SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act and such filings will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrations.

Filings; Consents; Etc. (a) Subject The Company shall 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 in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the terms and conditions of this Agreement, each transactions contemplated hereby. Without limiting the generality of the foregoing, the Company shall give all material notices, make all material required filings with or applications to Governmental Authorities and use Reasonable Efforts to obtain the Consents of third parties hereto (iidentified in Section 6.1(b) shall of the Company Disclosure Schedule and Governmental Authorities necessary for the Parties to consummate the transactions contemplated hereby. In addition, the Company agrees to use its commercially reasonable efforts Reasonable Efforts to cooperate with one another in determining which filings are required to be made by each party prior to the Effective Time with, Parent and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties Merger Sub in connection with the execution and delivery of this Agreement and foregoing, including using Reasonable Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the consummation ability of the Transactions Parties to consummate the transactions contemplated hereby, and (iib) cause the conditions set forth in Section 6.1 and Section 6.2 to be satisfied and to consummate the transactions contemplated hereby. (b) Each of Parent and Merger Sub shall use its commercially reasonable efforts Reasonable Efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consentstake, approvals, permits, authorizations and waivers required or cause to be made taken, all actions, and obtained by to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the other partytransactions contemplated hereby. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall give all notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material Consents of all third parties, including Governmental Authorities, necessary for the parties hereto shall (Parties to consummate the transactions contemplated hereby. In addition, each of Parent and shall Merger Sub agrees to use its commercially reasonable efforts Reasonable Efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford the other party a reasonable opportunity to comment on such drafts. The Parent shall bear all of the fees of any required filing to be made with any Governmental Authorities Company in connection with the Transactions. foregoing, including using Reasonable Efforts to (a) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (b) The Company will timely file with to cause the SEC all formsconditions set forth in Section 6.2, reports, schedules, statements and other documents required Section 6.3 to be filed by it under satisfied and to consummate the Exchange Act or the Securities Act and such filings will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrations.transactions contemplated herein..

Filings; Consents; Etc. ATT and the Sellers shall use Best Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby including such actions or things as the Buyer may reasonably request in order to cause any of the conditions to such other party's obligation to consummate the transactions contemplated by this Agreement to be fully satisfied. Without limiting the generality of the foregoing, ATT and the Sellers shall give all notices, make all required filings with or applications to Governmental Authorities, and use Best Efforts to obtain all Consents of all third parties, including Governmental Authorities, necessary for the parties to consummate the transactions contemplated hereby. In addition, ATT and the Sellers agree to use Best Efforts to (a) Subject to oppose, lift or rescind any injunction or restraining order or other order adversely affecting the terms and conditions of this Agreement, each ability of the parties hereto to consummate the transactions contemplated hereby, (ib) shall use its commercially reasonable efforts cause the conditions set forth in SECTION 8.1 to cooperate be satisfied and to consummate the transactions contemplated hereby, (c) obtain all consents, approvals and waivers from other parties to Contracts necessary in order to consummate the transactions contemplated hereby, (d) to the extent necessary in order to consummate the transactions contemplated hereby, obtain licenses, permits, authorizations, registrations, qualifications or other permission or action, and give all necessary notices to and make all necessary filings with one another in determining which filings are and applications and submissions to, any Governmental Authority or other Person required to be obtained, given or made by each party prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained by each party prior to the Effective Time from, Governmental Authorities or other third parties in connection with the Sellers as soon as reasonably practicable after execution and delivery of this Agreement and (e) defend all lawsuits or other legal proceedings challenging this Agreement, the Other Agreements or the consummation of the Transactions and (ii) shall use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authoritytransactions contemplated hereby. Prior to making any application to to, or filing with with, any Governmental Authority in connection with this Agreement, each party ATT, the Sellers' Representative and the Buyer shall provide the each other party with drafts of the relevant portions thereof (excluding any confidential information included therein) and afford the such other party parties a reasonable opportunity to comment on such drafts. The Parent shall bear all of the fees of any required filing to be made with any Governmental Authorities in connection with the Transactions. (b) The Company will timely file with the SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act and such filings will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrations.

Filings; Consents; Etc. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) The Parent and the Company shall use its commercially reasonable best efforts to cooperate file as soon as practicable, and in any event not later than the tenth (10th) Business Day after the date hereof or such later date as may be agreed by the parties, a Notification and Report Form under the HSR Act with one another in determining which filings are the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and, as promptly as practical, any notifications required to be made by each party prior filed under foreign antitrust and competition law with respect to the Effective Time with, transactions contemplated hereby. Each of the Parent and which consents, approvals, permits or authorizations are required the Company shall furnish to be obtained by each party prior to other’s counsel such necessary information and reasonable assistance as the Effective Time from, Governmental Authorities or other third parties may request in connection with its preparation of any filing or submission that is necessary under the execution HSR Act and delivery of this Agreement any other antitrust and competition law. The Parent and the consummation Company shall each have responsibility for one-half of the Transactions HSR Act filing fee and any notifications that may be filed under foreign and competition law. (ii) The Parent and the Company shall (1) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (2) use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required to be made and obtained by the other party. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable best efforts to cause their affiliatesthe waiting periods or other requirements under the HSR Act and all other applicable antitrust and competition laws to terminate or expire at the earliest possible date (including with respect to filings under the HSR Act, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any the waiting period under the HSR Act or any foreign merger control or competition laws Act). The Parent and regulations, if applicable; it being agreed that no party the Company shall be under any obligation to divest (A) promptly notify each other of any assets oral or hold separate any assets or take any other similar measures in connection with any demand therefor by written communication received from any Governmental Authority as a pre-condition and, subject to the approval applicable Law, permit each other to review in advance any proposed written communication to any of the Transactions by foregoing (and consider in good faith the views of each other in connection therewith); (B) not agree to participate, or to permit each parties’ Affiliates to participate, in any such Governmental Authority. Prior to making any application to substantive meeting or filing discussion with any Governmental Authority in connection respect of any filings, investigation or inquiry concerning this Agreement unless it consults with this Agreement, each party shall provide the other party with drafts thereof (excluding any confidential information included therein) and afford in advance and, to the extent permitted by such Governmental Authority, gives the other party a reasonable the opportunity to comment on such draftsattend and participate thereat; and (C) furnish each other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any Governmental Authority or members of its staff with respect to this Agreement. The Parent shall bear have the sole right to devise and implement the strategy for obtaining any necessary clearance or approval, for responding to any request, inquiry, or investigation, for deciding whether to re-file any pre-merger notification, for defending any lawsuit challenging the transactions contemplated hereby, and for leading all of the fees of any required filing to be made meetings and communications with any Governmental Authorities in connection Authority that has authority to enforce the HSR Act or any other Antitrust Law; provided however, that the Parent shall consult with the TransactionsCompany and consider in good faith views expressed by the Company and its advisors concerning the foregoing. (biii) The Parent and the Company will timely file with the SEC all forms, reports, schedules, statements and other documents required shall use reasonable best efforts to take or cause to be filed taken all actions and to do or cause to be done all things (including the satisfaction of the conditions set forth in Section 8.1 and Section 8.2) that are necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, nothing shall require the Parent to take any action that will require, or be deemed to require, the Parent or the Company to take any action described in this Section 7.3(a)(iii) that could reasonably be expected to have or result in a “Material Adverse Impact,” including but not limited to any Material Adverse Impact that would result from (1) disposing or transferring any asset, including those of the Parent or the Company; (2) licensing or otherwise making available to any Person, any technology or other Intellectual Property of the Parent or the Company; (3) holding separate any assets or operations (either before or after the Closing Date) of the Parent or the Company; or (4) changing or modifying any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of the Parent or the Company’s business to obtain any approval or clearance from any Governmental Authority or to prevent the initiation of any lawsuit by it any Governmental Authority or Person under the Exchange HSR Act or other antitrust or competition laws or to prevent the Securities Act and such filings will comply entry of any decree, judgment, injunction (preliminary or permanent), or any order that would otherwise make the Agreement, the transactions contemplated hereby, or any contingent agreements unlawful. “Material Adverse Impact” means any material reduction in all material respects with the applicable requirements value (including any reasonably anticipated economic benefit), measured either individually or in the aggregate, of the Exchange Act and the Securities ActParent, as the case may be, at the time of such filing. (c) The Company shall file (or procure the filing of) appropriate instruments with the United States Patent and Trademark Office such that the official records for United States trademark registrations numbers 2,873,888 for the xxxx VERSIFOOT and 2,864,661 for the xxxx VERSIGLIDE, for which equitable title is presently held in the name of Versipanel, LLC, reflect that the Company is equitable title holder for both such registrationsor the combined businesses, expected from any of the transactions contemplated by this Agreement.