Common use of Further Action; Commercially Reasonable Efforts Clause in Contracts

Further Action; Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, as promptly as practicable, the Company, Parent and Purchaser shall (a) make all appropriate filings and submissions under the HSR Act, with the NASD and with any other Governmental Authority pursuant to applicable foreign antitrust, competition or merger control Laws or otherwise, (b) use commercially reasonable efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act and any applicable foreign antitrust, competition or merger control Laws, (c) cooperate and consult with each other in (i) determining which filings are required to be made prior to the Acceptance Time and the Merger Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (d) use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary or appropriate to consummate the Transactions as soon as practicable. In connection with the foregoing, the Company, on one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the Transactions. Without limiting any of the Company’s obligations contained in this Section 8.07, Parent and Purchaser shall coordinate, and assume primary responsibility for managing, any required continuance of membership or other application, notice filing or other required submission with the NASD or any other self-regulatory agency. Notwithstanding anything to the contrary in this Agreement, neither Parent nor Purchaser shall be required to (and none of the Company or the Company Subsidiaries shall, without the prior written consent of Parent), in connection with the matters covered by this Section 8.07, (i) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any contract, agreement or other arrangement any material accommodation, (ii) commence or defend any litigation, (iii) hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets or (iv) agree to any limitation on the operation or conduct of its businesses, unless the adverse consequences of the applicable actions described in clauses (i) through (iv), whether to be suffered by Parent, Purchaser or the Company, would be immaterial in relation to the Company and the Company Subsidiaries, taken as a whole.

Further Action; Commercially Reasonable Efforts. Subject to (a) Upon the terms and conditions herein provided, as promptly as practicable, the Company, Parent and Purchaser shall (a) make all appropriate filings and submissions under the HSR Act, with the NASD and with any other Governmental Authority pursuant to applicable foreign antitrust, competition or merger control Laws or otherwise, (b) use commercially reasonable efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act and any applicable foreign antitrust, competition or merger control Laws, (c) cooperate and consult with each other in (i) determining which filings are required to be made prior subject to the Acceptance Time and the Merger Effective Time withconditions set forth in this Agreement, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation each of the transactions contemplated hereby and thereby and (ii) timely making parties shall use all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (d) use commercially reasonable efforts to take, or cause its subsidiaries and Representatives to be takentake, all other actions (and to refrain from taking, or to cause its subsidiaries and Representatives to refrain from taking, any inconsistent actions), and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things (and to refrain from doing, or to cause its subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable to consummate and make effective, in a reasonably timely manner, the Arrangement and the other things Transactions, including (i) the obtaining of all necessary actions or appropriate nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) the obtaining of all consents, approvals or waivers from third parties in connection with the Transactions, including those the failure to obtain which would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien (other than a Permitted Lien) on any property or asset of the parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, (iv) the carrying out of the terms of the Interim Order and Final Order applicable to it and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions as soon as practicable. In connection with and to fully carry out the foregoing, the Company, on one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the Transactions. Without limiting any purposes of the Company’s obligations contained Transaction Documents; provided, however that nothing in this Section 8.076.06 shall require Parent or its subsidiaries to take, or Parent and Purchaser shall coordinate, and assume primary responsibility for managing, any required continuance of membership to agree to have Parent or other application, notice filing its subsidiaries or other required submission with the NASD or any other self-regulatory agency. Notwithstanding anything to the contrary in this Agreement, neither Parent nor Purchaser shall be required to (and none of the Company or the Company Subsidiaries shalltake, without any actions if such actions are reasonably likely, individually or in the prior written consent of Parent)aggregate, in connection with the matters covered by this Section 8.07, (i) pay any amounts (other than the payment of filing fees to have a material and expenses and fees of counsel), or grant any counterparty to any contract, agreement or other arrangement any material accommodation, (ii) commence or defend any litigation, (iii) hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets or (iv) agree to any limitation adverse effect on the operation or conduct of its businesses, unless the adverse consequences of the applicable actions described in clauses (i) through (iv), whether benefits to be suffered received by Parent, Purchaser or Parent from the Company, would be immaterial in relation to the Company and the Company Subsidiaries, taken as a wholeTransactions.

Further Action; Commercially Reasonable Efforts. Subject to (a) Upon the terms and conditions herein provided, as promptly as practicable, the Company, Parent and Purchaser shall (a) make all appropriate filings and submissions under the HSR Act, with the NASD and with any other Governmental Authority pursuant to applicable foreign antitrust, competition or merger control Laws or otherwise, (b) use commercially reasonable efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act and any applicable foreign antitrust, competition or merger control Laws, (c) cooperate and consult with each other in (i) determining which filings are required to be made prior subject to the Acceptance Time and the Merger Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior conditions hereof (but subject to the Acceptance Time provisions of Sections 6.3(g), 6.3(f) and the Merger Effective Time from6.3(g)), Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (d) each Party shall use commercially reasonable efforts to take, or cause to be taken, all other actions appropriate action, and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including using commercially reasonable efforts to (i) obtain all waivers, licenses, permits, consents, approvals, authorizations, qualifications and orders of any Governmental Body and parties to contracts with the Company as are necessary for the consummation of the transactions contemplated hereby, (ii) finalize the Transition Services Agreement, including the schedules and exhibits thereto, in accordance with the principles set forth on Schedule 6.3(a)(ii)(x), (iii) transfer, assign or license any assets to the Company which are not listed in Schedule 2.25 to the Disclosure Memorandum in breach of the representations and warranties set forth in Section 2.25 and (iv) discuss the Commingled Contracts, including the contents thereof, in connection with determining that post-Closing the Company has the Contracts required to operate the Business. In case at any time after the Closing any further action is necessary or appropriate desirable to consummate carry out the Transactions as soon as practicable. In connection with the foregoing, the Company, on one hand, will provide Parent, and Parent, on purposes of this Agreement or the other handOperative Documents, will provide each Party shall use commercially reasonable efforts to promptly take all such action. Prior to the CompanyClosing, with copies Buyer shall promptly notify Seller of material correspondence, filings or communications (or oral summaries or memoranda setting forth any event that would likely be expected to affect Buyer’s ability to pay the substance thereof) between such party or any of its Representatives, on Purchase Price at the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the Transactions. Without limiting any of the Company’s obligations contained in this Section 8.07, Parent and Purchaser shall coordinate, and assume primary responsibility for managing, any required continuance of membership or other application, notice filing or other required submission with the NASD or any other self-regulatory agencyClosing. Notwithstanding anything to the contrary in this Agreement, neither Parent nor Purchaser subject to Seller providing Buyer a reasonable opportunity to review and comment, Buyer agrees to provide its written consent (which consent shall not be unreasonably withheld, delayed or conditioned) to an amendment to the TriZetto Contract (the “TriZetto Amendment”); provided the TriZetto Amendment shall be required to (and none of the Company or the Company Subsidiaries shall, without the prior written consent of Parent), in connection accordance with the matters covered by this Section 8.07, (i) pay any amounts (other than the payment of filing fees and expenses and fees of counselprinciples set forth on Schedule 6.3(a)(ii)(y), or grant any counterparty to any contract, agreement or other arrangement any material accommodation, (ii) commence or defend any litigation, (iii) hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets or (iv) agree to any limitation on the operation or conduct of its businesses, unless the adverse consequences of the applicable actions described in clauses (i) through (iv), whether to be suffered by Parent, Purchaser or the Company, would be immaterial in relation to the Company and the Company Subsidiaries, taken as a whole.

Further Action; Commercially Reasonable Efforts. Subject to (a) Upon the terms and conditions herein provided, as promptly as practicable, the Company, Parent and Purchaser shall (a) make all appropriate filings and submissions under the HSR Act, with the NASD and with any other Governmental Authority pursuant to applicable foreign antitrust, competition or merger control Laws or otherwise, (b) use commercially reasonable efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act and any applicable foreign antitrust, competition or merger control Laws, (c) cooperate and consult with each other in (i) determining which filings are required to be made prior subject to the Acceptance Time and the Merger Effective Time withconditions hereof, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (d) each Party shall use commercially reasonable efforts to take, or cause to be taken, all other actions appropriate 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 the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary for the consummation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other things arrangements. In case, at any time after the Closing Date, any further action is necessary or appropriate desirable to consummate carry out the Transactions as soon as practicablepurposes of this Agreement, each Party to this Agreement shall use commercially reasonable efforts to take all such action at the expense of the Party to this Agreement requesting such action to be taken. In connection with Without limitation of the foregoing, upon the Companyrequest of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on one hand, will provide Parentbehalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and ParentMr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, on gross negligence or willful misconduct. Notwithstanding anything herein to the other handcontrary, will provide if following the CompanyService Period, with copies MM requires the assistance of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, Mr. Brunt with respect to this Agreement any inquiries or otherwise and the Transactions. Without limiting any Mr. Brunt ix xxxx xx employee of the Company’s obligations contained Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in this Section 8.07, Parent and Purchaser shall coordinate, and assume primary responsibility good faith based upon the scope of MM's request for managing, any required continuance of membership or other application, notice filing or other required submission with the NASD or any other self-regulatory agency. Notwithstanding anything to the contrary in this Agreement, neither Parent nor Purchaser shall be required to (and none of the Company or the Company Subsidiaries shall, without the prior written consent of Parent), in connection with the matters covered by this Section 8.07, (i) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any contract, agreement or other arrangement any material accommodation, (ii) commence or defend any litigation, (iii) hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets or (iv) agree to any limitation on the operation or conduct of its businesses, unless the adverse consequences of the applicable actions described in clauses (i) through (iv), whether to be suffered by Parent, Purchaser or the Company, would be immaterial in relation to the Company and the Company Subsidiaries, taken as a wholeassistance.

Further Action; Commercially Reasonable Efforts. Subject to Upon the terms and subject to the conditions herein providedof this Agreement, as promptly as practicablesubject to Section 6.07(b) and the second sentence of this Section 6.10, each of the Company, Parent and Purchaser shall (a) make all appropriate filings and submissions under the HSR Act, with the NASD and with any other Governmental Authority pursuant Merger Sub agrees to applicable foreign antitrust, competition or merger control Laws or otherwise, (b) use its respective commercially reasonable efforts to obtain as promptly as practicable effect the termination of any waiting period under the HSR Act and any applicable foreign antitrust, competition or merger control Laws, (c) cooperate and consult with each other in (i) determining which filings are required to be made prior to the Acceptance Time and the Merger Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby Merger as soon as practicable after the date hereof. Without limiting the foregoing, subject to Section 6.07(b), (a) each of the Company, Parent and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (d) Merger Sub agrees to use commercially reasonable efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on it with respect to the Merger and shall promptly cooperate with and furnish information to each other actions and do, in connection with any such requirements imposed upon any of them or cause to be done, all other things necessary or appropriate to consummate the Transactions as soon as practicable. In any of their subsidiaries in connection with the foregoing, the Company, on one hand, will provide ParentMerger, and Parent(b) Parent and the Company shall, on and shall cause their Subsidiaries to, as promptly as practicable after the date hereof, use its or their commercially reasonable efforts to provide any notice and/or obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other handpublic or private third Person required to be obtained or made by the Company or any of its Subsidiaries in connection with the Merger or the taking of any action by the Company or any of its Subsidiaries contemplated thereby or by this Agreement (including obtaining consents under any Contracts); provided, will provide the Companyhowever, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the substance thereof) between such in no event shall any party or any of its Representatives, on the one hand, and any Governmental Authority their Affiliates or members of their respective staffs, on the other hand, with respect to this Agreement and the Transactions. Without limiting any of the Company’s obligations contained in this Section 8.07, Parent and Purchaser shall coordinate, and assume primary responsibility for managing, any required continuance of membership or other application, notice filing or other required submission with the NASD or any other self-regulatory agency. Notwithstanding anything to the contrary in this Agreement, neither Parent nor Purchaser shall stockholders be required to (and none of the Company pay any amount or the Company Subsidiaries shall, without the prior written consent of Parent), offer any consideration in connection with the matters covered by this Section 8.07obtaining any consent, (i) pay any amounts authorization, order, approval or exemption (other than the payment of filing fees and expenses and fees of counsel)associated with any consent, authorization, order, approval or grant any counterparty to any contract, agreement or other arrangement any material accommodation, (ii) commence or defend any litigation, (iii) hold separate (including by trust or otherwise) or divest any of its businesses, product lines or assets or (iv) agree to any limitation on the operation or conduct of its businesses, unless the adverse consequences of the applicable actions described in clauses (i) through (iv), whether exemption to be suffered by Parent, Purchaser or the Company, would be immaterial in relation to the Company and the Company Subsidiaries, taken as a wholesought from any Governmental Authority).