Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will 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 under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement. Notwithstanding any provision to the contrary in this Agreement, the Company shall give (or will cause its Subsidiaries to give) any notices to third Persons, and use, and cause its respective Subsidiaries to use, its reasonable best efforts to obtain any consents from third Persons or Governmental Entities (x) necessary to consummate the transactions contemplated by this Agreement and to permit Parent’s operations of the Company’s and its Subsidiaries’ businesses immediately after the Closing, or (y) that are required in order to prevent a breach of or default under a termination or modification of, or acceleration of the terms of, any contract resulting from the consummation of the transactions contemplated hereby, in each case on terms reasonably satisfactory to Parent, including those required to be disclosed in Section 3.5 of the Company Disclosure Schedule. (b) The Company shall, and shall cause its Subsidiaries and Affiliates to, cooperate in connection with any financing or refinancing arrangement Parent seeks in connection with or within one (1) year following the Closing as may be reasonably requested by Parent or Parent’s lender(s) or prospective lender(s). Such cooperation by the Company and its Subsidiaries and Affiliates shall include (i) executing such agreements or instruments as are reasonably required by Parent’s lender(s); (ii) consenting to the assignment of any agreements including this Agreement, the Significant Stockholders Agreement, and all of the agreements contemplated by this Agreement between Parent, on the one hand, and the Company and/or the Stockholders’ Representative, on the other hand; or (iii) providing such information and assistance (including available financial statements and other financial data relating to the Business) as Parent’s lender(s) may reasonably request and granting such access to Parent’s lender(s) and their representatives as may be reasonably necessary for their due diligence; provided, that the Stockholders’ Representative shall not be obligated to take any action that would materially impair the rights of or materially increase the obligations of the Stockholders in order to comply with this Section 6.8(b); provided, further, that the Surviving Corporation shall reimburse the Stockholders’ Representative with respect to any reasonable out-of-pocket expenses incurred by the Stockholders’ Representative in compliance with this Section 6.8(b). (c) Parent shall use commercially reasonable efforts, and take any and all steps necessary, to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event no later than the Company Termination Date (as defined in Section 8.1(c) below); provided, Parent shall not be required to, and the Company shall not agree to, the sale, divestiture, licensing or disposition of such assets, properties or businesses of the Company or Parent or their respective Subsidiaries, or otherwise take or commit to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the business, product lines or assets of Parent, the Company or their respective Subsidiaries or Affiliates.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will Party shall use its commercially reasonable 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 under applicable laws Laws to cause the conditions set forth in ‎Article VII to be satisfied and regulations to consummate and make effective the Merger and the other transactions contemplated hereby as soon as practicable following the date hereof, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, approvals, registrations, authorizations, waivers, permits and Orders necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreementhereby. Notwithstanding any provision the foregoing or anything to the contrary in this Agreement, (i) the Company shall give not agree to take any such steps (including any hold separate, restructuring, reorganization, sale, divestiture or will cause disposition) without the prior written consent of Parent; and (ii) none of the Parties or any of their respective Affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its Subsidiaries freedom of action with respect to, or its ability to give) retain, any notices of its businesses, services or assets. If, at any time after the Effective Time, any further action is necessary or desirable to third Personscarry out the purposes of this Agreement, the proper officers and use, and cause its respective Subsidiaries to use, its directors of each Party shall use their reasonable best efforts to obtain any consents from third Persons or Governmental Entities (x) necessary to consummate the transactions contemplated by this Agreement and to permit Parent’s operations of the Company’s and its Subsidiaries’ businesses immediately after the Closing, or (y) that are required in order to prevent a breach of or default under a termination or modification of, or acceleration of the terms of, any contract resulting from the consummation of the transactions contemplated hereby, in each case on terms reasonably satisfactory to Parent, including those required to be disclosed in Section 3.5 of the Company Disclosure Scheduletake all such action. (b) The Company shall, Each of Parent and shall cause its Subsidiaries and Affiliates to, cooperate in connection with any financing or refinancing arrangement Parent seeks in connection with or within one (1) year following the Closing as may be reasonably requested by Parent or Parent’s lender(s) or prospective lender(s). Such cooperation by the Company and its Subsidiaries and Affiliates shall include (i) executing such agreements or instruments as are reasonably required by Parent’s lender(s); (ii) consenting to the assignment of any agreements including this Agreement, the Significant Stockholders Agreement, and all of the agreements contemplated by this Agreement between ParentMerger Sub, on the one hand, and the Company and/or the Stockholders’ RepresentativeCompany, on the other hand, shall use its reasonable best efforts to (i) cooperate with each other in connection with any filing or submission with any Governmental Entity and in connection with any investigation or other inquiry by any Governmental Entity, including any proceeding before any Governmental Entity that is initiated by a private party; or (iiiii) providing such information and assistance (including available financial statements and other financial data relating subject to applicable Law, furnish to the Business) other Party as Parent’s lender(s) may promptly as reasonably request practicable all information concerning itself, its subsidiaries, directors, officers and granting shareholders and such access to Parent’s lender(s) and their representatives other matters as may be reasonably necessary or advisable for their due diligenceany application or other filing to be made by the other Party to any Governmental Entity pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; provided(iii) promptly notify the other Party of any material and substantive communication received by such Party from, that the Stockholders’ Representative shall not be obligated to take or given by such Party to, any action that would materially impair the rights of or materially increase the obligations Governmental Entity regarding any of the Stockholders transactions contemplated hereby; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by any Governmental Entity in order connection with the transactions contemplated hereby; and (v) permit the other Party to review, and to the extent practicable consult with the other Party in advance and consider in good faith the other Party’s reasonable comments in connection with, any material communication with any Governmental Entity in connection with the transactions contemplated hereby; provided that each Party shall be entitled to redact materials (1) as necessary to comply with this Section 6.8(b); providedcontractual arrangements, further, that (2) as necessary to address reasonable legal privilege or confidentiality concerns or (3) to the Surviving Corporation shall reimburse extent relating to Company valuation and similar matters relating to the Stockholders’ Representative with respect to any reasonable out-of-pocket expenses incurred by the Stockholders’ Representative in compliance with this Section 6.8(b)Merger. (c) Parent No Party shall use commercially reasonable efforts, and take independently participate in any and all steps necessary, to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by substantive meeting with any Governmental Entity so as in respect of any filing, investigation or other inquiry relating to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event no later than without giving the Company Termination Date (as defined in Section 8.1(c) below); provided, Parent shall not be required to, and the Company shall not agree to, the sale, divestiture, licensing or disposition other Parties prior notice of such assetsmeeting and, properties to the extent permitted by such Governmental Entity, giving the other Parties the opportunity to attend or businesses of the Company or Parent or their respective Subsidiaries, or otherwise take or commit to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the business, product lines or assets of Parent, the Company or their respective Subsidiaries or Affiliatesparticipate in such meeting.

Further Action; Efforts. (a) Subject to Each of the terms and conditions of this Agreement, each party will parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate the Merger and the other transactions contemplated by this Agreement. Notwithstanding any provision to the contrary in this Agreement, the Company shall give (or will cause its Subsidiaries to give) any notices to third Persons, and use, and cause its respective Subsidiaries to use, its reasonable best efforts to obtain any consents from third Persons or Governmental Entities (x) necessary to consummate make effective the transactions contemplated by this Agreement and to permit Parent’s operations as promptly as practicable. Each of the parties shall use its commercially reasonable efforts to achieve all of such party’s applicable conditions to closing (which includes obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental entities and parties to contracts with Company or Purchaser as are necessary for the consummation of the transactions contemplated herein). (b) Each of the parties shall promptly notify the others in writing of any pending or, to the Knowledge of such party, threatened action, proceeding or investigation by any Governmental Authority or any other Person (i) challenging or seeking damages in connection with the transactions contemplated hereby or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated hereby or otherwise limit the right of Purchaser to own or operate all or any portion of Company’s business, the Assets or Company. (c) Purchaser and its Subsidiaries’ businesses immediately after Company shall use their respective commercially reasonable efforts to obtain, as soon as possible, confirmation from the ClosingCognizant Agency that they will not recommend that Company’s security clearances be revoked, suspended or (y) that are required in order to prevent downgraded as a breach result of or default under a termination or modification of, or acceleration of the terms of, any contract resulting from the consummation of the transactions contemplated hereby, in each case on terms reasonably satisfactory to Parent, including those required to be disclosed in Section 3.5 of the . Company Disclosure Schedule. (b) The Company shall, shall and shall cause its Subsidiaries employees to make all filings or notifications or such other actions as are necessary or appropriate in order to prevent the security clearances of Company and Affiliates totheir respective employees from being revoked, cooperate in connection with any financing suspended or refinancing arrangement Parent seeks in connection with or within one downgraded. (1d) year following On the Closing Date, Seller will have in effect one or more “group health plans,” within the meaning of COBRA and HIPAA, that covers all employees of Seller, Genex, and any other entity whose employees participated in the same group health plan as may be reasonably requested by Parent or Parent’s lender(s) or prospective lender(s)any employee of Company on the day before the Closing Date. Such cooperation by the Company and its Subsidiaries and Affiliates shall include (i) executing Seller will take all steps necessary to prevent any such agreements or instruments as are reasonably required by Parent’s lender(s); (ii) consenting to the assignment of any agreements including this Agreement, the Significant Stockholders Agreementemployee, and all qualifying beneficiaries of such employee, from having a “qualifying event” that triggers COBRA coverage as a result of the agreements transaction contemplated by this Agreement between Parent, on the one hand, and the Company Agreement. If any such employee and/or the Stockholders’ Representative, on the other hand; or (iii) providing such information and assistance (including available financial statements and other financial data relating qualifying beneficiary is determined to the Business) have had a COBRA qualifying event as Parent’s lender(s) may reasonably request and granting such access to Parent’s lender(s) and their representatives as may be reasonably necessary for their due diligence; provided, that the Stockholders’ Representative shall not be obligated to take any action that would materially impair the rights of or materially increase the obligations of the Stockholders in order to comply with this Section 6.8(b); provided, further, that the Surviving Corporation shall reimburse the Stockholders’ Representative with respect to any reasonable out-of-pocket expenses incurred by the Stockholders’ Representative in compliance with this Section 6.8(b). (c) Parent shall use commercially reasonable efforts, and take any and all steps necessary, to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event no later than the Company Termination Date (as defined in Section 8.1(c) below); provided, Parent shall not be required to, and the Company shall not agree to, the sale, divestiture, licensing or disposition a result of such assetstransaction, properties or businesses of the Company or Parent or their respective Subsidiaries, or otherwise take or commit to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the business, product lines or assets of Parent, the Company or their respective Subsidiaries or AffiliatesSeller will be solely responsible for providing COBRA coverage.