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

Further Assurances; Commercially Reasonable Efforts. From and after the execution date of this Agreement, upon the terms and subject to the conditions hereof, each of the Parties shall use its commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as promptly as practicable (but in any event before a termination of this Agreement) and (b) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby and thereby, or seek to have lifted or rescinded any Restraint or other order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement or the other Transaction Documents. Without limiting the foregoing but subject to the other terms of this Agreement, the Parties agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents. Notwithstanding the foregoing, nothing in this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein of any asset or otherwise agree to any restriction on its operations or other condition in order to obtain any consent or approval or other clearance required by this Agreement.

Further Assurances; Commercially Reasonable Efforts. From Subject to the terms and after the execution date of conditions provided in this Agreement, upon Purchaser, the terms Company and subject to the conditions hereofeach Securityholder, each of the Parties severally and not jointly, shall use its commercially reasonable efforts to (a) promptly take, or cause to be taken, all appropriate actionactions, and to promptly do, or cause to be done, all things necessary, proper or advisable under applicable Law Laws to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as promptly as practicable (but in any event before a termination of this Agreement) and (b) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement, to satisfy the Transaction Documents or conditions to the consummation of the transactions contemplated hereby and thereby, or seek to have lifted or rescinded any Restraint or other order adversely affecting the ability of the Parties obligations to consummate the transactions contemplated by this Agreement Acquisition, to obtain all necessary waivers, consents and approvals and to effect all necessary or the appropriate registrations and filings applicable to it and to remove any injunctions or other Transaction Documents. Without limiting the foregoing but subject to the other terms of this Agreementimpediments or delays, the Parties agree thatlegal or otherwise, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary in order to consummate and make effective the transactions contemplated by in this Agreement and for the other Transaction Documentspurpose of securing to the Parties the benefits contemplated in this Agreement. Notwithstanding Without limiting the foregoing, nothing as of the receipt of the Exercise Notice, the Company shall use commercially reasonable efforts to promptly provide such information reasonably requested by Purchaser for the purposes of enabling Purchaser to satisfy the filing requirements required in this Agreement will require connection with the Acquisition pursuant to applicable Law. The Company shall promptly notify Purchaser in writing if, to the knowledge of the Company, any Party of the representations and warranties of the Company or any of the Securityholders becomes untrue or if any facts or circumstances occur that could give rise to hold separate or make a Material Adverse Effect, and shall take all reasonable actions necessary to mitigate any divestiture not expressly contemplated herein losses, damages, costs, obligations, liabilities, expenses, settlement payments, awards, judgments, taxes, fines and penalties – which may include any diminution in the value of any asset or otherwise the shares of the Company – in connection therewith. Without limiting the foregoing, each of the Company, the Purchaser and the Securityholders’ Representative, undertake and agree to deliver any restriction on its operations or other condition and all notices, required in order to obtain give effect to the release of any consent portion of any consideration delivered or approval or other clearance required by this Agreementdeposited, as the case may be, with the Escrow Agent, in accordance with the release provisions hereof, to the applicable Person(s), at the applicable times, all as set forth herein.

Further Assurances; Commercially Reasonable Efforts. From (a) Purchaser, OMG and after the execution date of this Agreement, upon the terms and subject to the conditions hereof, each of the Parties shall Sellers will use its their commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and assist and cooperate with the other parties to this Agreement in doing, all things necessary, proper necessary or advisable desirable under applicable Law to consummate, in the most expeditious manner practicable, the transactions contemplated by this Agreement. (b) Purchaser, OMG and the Sellers will use their commercially reasonable efforts to: (i) prepare, as soon as practicable, all filings and other presentations in connection with seeking any Required Regulatory Approval, exemption or other authorization from any Governmental Entity necessary to consummate the transactions contemplated by this Agreement; (ii) prosecute such filings and other presentations with diligence; and (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by persons not party to this Agreement. Purchaser, OMG and the Sellers will use their commercially reasonable efforts to facilitate obtaining any final order or orders approving the transactions contemplated by this Agreement, or to remove any impediment to the consummation of the transactions contemplated hereby. Purchaser, OMG and the Sellers will use their commercially reasonable efforts to furnish all information in connection with the approvals of or filings with regard to the Required Regulatory Approvals with any Governmental Entity and will promptly cooperate with and furnish information in connection with any such requirements imposed upon Purchaser or any of its affiliates in connection with this Agreement and the transactions contemplated hereby. Subject to Section 6.05(c), Purchaser, OMG and the Sellers will use their commercially reasonable efforts to obtain any Required Regulatory Approval, or any exemption thereto, and to remove any impediment imposed by any Governmental Entity to allow the consummation of the transactions contemplated hereby. Except as set forth in this Agreement, no party or any of its affiliates shall have any liability for the failure to obtain any Required Regulatory Approval or other consent, approval or authorization in connection with the transactions contemplated by this Agreement. Purchaser, OMG and the Sellers will each advise the other party promptly of any material communication received by such party or any of its affiliates from the European Commission (the “EC”), the Treasurer of the Commonwealth of Australia, any state attorney general or any other Governmental Entity regarding any of the transactions contemplated by this Agreement, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the EC, the Treasurer of the Commonwealth of Australia, any state attorney general or any other Governmental Entity in connection with the transactions contemplated hereby. None of the Sellers, OMG or Purchaser will participate independently in any meeting with any Governmental Entity in respect of any findings or inquiry in connection with the transactions contemplated hereby without giving the other parties prior written notice of the meeting and the opportunity to attend and/or participate, in each case, unless prohibited by the Governmental Entity. The Sellers, OMG and Purchaser will consult and cooperate with one another in connection with any information or proposals submitted in connection with Proceedings under or relating to the ECMR in connection with the transactions contemplated hereby. (c) In furtherance and not in limitation of the provisions set forth in Section 6.05(b), each of the Sellers, OMG and Purchaser shall as promptly as practicable, following the execution and delivery of this Agreement, file with the EC the formal notification of the Acquisition required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the ECMR. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the ECMR. Each of the Sellers, OMG and Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the ECMR. Each party shall use its commercially reasonable efforts to obtain any clearance required under the ECMR for the consummation of the transactions contemplated by this Agreement. In the event any Governmental Entity requests any Contract amendments, divestitures, licenses, or hold separate or similar agreements with respect to Contracts, assets or conduct of business arrangements (collectively, “Regulatory Concessions”) as a condition to obtaining any approval from any Governmental Entity for any reason in order to consummate and make effective the transactions contemplated by this Agreement by the Sellers or Purchaser or their respective affiliates, the Sellers and Purchaser agree to promptly meet and negotiate in good faith in an attempt to agree reasonable amendments to the other Transaction Documents as promptly as practicable (but in any event before a termination terms of this Agreement) Agreement or the Related Documents that preserve as nearly as possible the respective burdens and (b) defend any lawsuits benefits of such agreements and achieve, or other Proceedings, whether judicial or administrative, challenging this Agreementobviate the need for, the Transaction Documents requested Regulatory Concession and permit the Closing to proceed. (d) Prior to the Closing, each party shall, and shall cause its affiliates to, use commercially reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all consents from third-parties necessary or appropriate to permit the consummation of the Acquisition; provided, however, that the parties shall not be required to pay or commit to pay any amount (other than a nominal 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). Purchaser acknowledges that certain consents and waivers with respect to the transactions contemplated hereby by this Agreement may be required from parties to the Contracts listed in the Schedules and therebythat such consents and waivers have not been obtained. Except as provided in this Section 6.05 and Section 7.02(c), no Seller or seek any of its affiliates shall have any liability whatsoever to have lifted Purchaser arising out of or rescinded relating to the failure to obtain any Restraint consents or other order adversely affecting the ability of the Parties to consummate waivers that may be required in connection with the transactions contemplated by this Agreement or because of the other Transaction Documentstermination of any Contract as a result thereof. Without limiting Except as set forth in this Section 6.05 and Section 7.02(c), Purchaser acknowledges that no representation, warranty or covenant of OMG or the foregoing but subject Sellers contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to the other terms of this Agreement, the Parties agree that, from time to time, whether before, at obtain any such consent or after the Closing Date, each of them will execute and deliverwaiver, or cause to be executed and delivered, (ii) any such instruments termination. (e) Neither Purchaser nor the Sellers shall challenge any of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documentsbefore any Governmental Entity. Notwithstanding the foregoing, nothing in this Agreement will require any Party to hold separate or make any divestiture Any party may (but shall not expressly contemplated herein of any asset or otherwise be obligated to) agree to any restriction on its operations request of a Governmental Entity to make a change to any of the terms and provisions of this Agreement or other condition any Related Document in order to obtain any consent Required Regulatory Approval, provided that such term or approval provision is exclusively to that party’s benefit and the relevant change does not adversely affect the interests of the other parties hereto or other clearance required by this Agreementthereto.

Further Assurances; Commercially Reasonable Efforts. From (a) The Purchaser and after the execution date of this Agreement, upon the terms and subject to the conditions hereof, each of the Parties shall Sellers will use its their commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and assist and cooperate with the other parties to this Agreement in doing, all things necessary, proper necessary or advisable desirable under applicable Law to consummate and make effective consummate, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Documents as promptly as practicable (but in any event before a termination of this Agreement) and . (b) defend The Purchaser and the Sellers will use their commercially reasonable efforts to: (i) prepare, as soon as practicable, all filings and other presentations in connection with seeking any lawsuits Required Regulatory Approval, exemption or other Proceedings, whether judicial or administrative, challenging this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby and thereby, or seek to have lifted or rescinded authorization from any Restraint or other order adversely affecting the ability of the Parties Governmental Entity necessary to consummate the transactions contemplated by this Agreement; (ii) prosecute such filings and other presentations with diligence; and (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not party to this Agreement. The Purchaser and the Sellers will use their commercially reasonable efforts to facilitate obtaining any final order or orders approving the transactions contemplated by this Agreement, or to remove any impediment to the consummation of the transactions contemplated hereby. The Purchaser and the Seller will use their commercially reasonable efforts to furnish all information in connection with the approvals of or filings with regard to the Required Regulatory Approvals with any Governmental Entity and will promptly cooperate with and furnish information in connection with any such requirements imposed upon the Purchaser or any of its Affiliates in connection with this Agreement and the transactions contemplated hereby. Subject to Section 6.06(c), the Purchaser will use its commercially reasonable efforts to obtain any Required Regulatory Approval, or any exemption thereto, and to remove any impediment imposed by any Governmental Entity to allow the consummation of the transactions contemplated hereby. Neither the Sellers nor any of their respective Affiliates shall have any liability for the failure to obtain any Required Regulatory Approval in connection with the transactions contemplated by this Agreement, except to the extent such failure results from a breach by the Sellers of a representation related to such Required Regulatory Approval. The Purchaser and the Sellers will each advise the other Transaction Documentsparty promptly of any material communication received by such party or any of its Affiliates from the United States Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”), applicable foreign anti-trust and other regulatory Governmental Entities, any state attorney general or any other Governmental Entity regarding any of the transactions contemplated by this Agreement, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, the DOJ, applicable foreign anti-trust and other regulatory Governmental Entities, any state attorney general or any other Governmental Entity in connection with the transactions contemplated hereby. Without limiting Neither the foregoing but subject Sellers nor the Purchaser will independently participate in any meeting with any Governmental Entity in respect of any findings or inquiry in connection with the transactions contemplated hereby without giving the other parties prior notice of the meeting and the opportunity to attend and/or participate, in each case, unless prohibited by the Governmental Entity. The Sellers and the Purchaser will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to the other terms HSR Act or any applicable foreign anti-trust Law in connection with the transactions contemplated hereby. (c) In furtherance and not in limitation of the provisions set forth in Section 6.06(b), each of the Sellers and the Purchaser shall as promptly as practicable, but in no event later than: (i) fifteen (15) Business Days following the execution and delivery of this Agreement, file with the Parties agree thatFTC and the DOJ the notification and report form, from time if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to timethe HSR Act; and (ii) thirty (30) days following the execution and delivery of this Agreement, whether beforefile with the applicable Governmental Entities applicable foreign anti-trust notifications and reports, at if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act or after any applicable foreign anti-trust Law, as the Closing Datecase may be. Each of the Sellers and the Purchaser shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any applicable foreign anti-trust Law, each as the case may be. Each party shall use its commercially reasonable efforts to obtain any clearance required under the HSR Act or any applicable foreign anti-trust Law, as the case may be for the consummation of them will execute the transactions contemplated by this Agreement. For the avoidance of doubt and delivernotwithstanding anything to the contrary contained in this Agreement, the Purchaser and NISL shall commit to any and all divestitures, licenses, or cause hold separate or similar agreements with respect to be executed assets or conduct of business arrangements of Purchaser, NISL or the Sellers, as a condition to obtaining any and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary all approvals from any Governmental Entity for any reason in order to consummate and make effective effective, as promptly as practicable, the transactions contemplated by this Agreement, including taking any and all actions relating to the Purchaser or NISL, or the divestiture of the Sellers, necessary in order to ensure that (i) no requirement for non-action, a waiver, consent or approval of the FTC, the DOJ, applicable foreign anti-trust and other regulatory Governmental Entities, any state attorney general or other Governmental Entity, (ii) no Judgment, temporary restraining order or any other order of any Governmental Entity in any Proceeding (whether brought, sought or obtained by a private party or a Governmental Entity), and (iii) no other matter relating to any antitrust or competition Law, would preclude consummation of the transactions completed by this Agreement as promptly as practicable. The Purchaser and NISL represent and warrant that, to the Knowledge of the Purchaser and NISL, no Affiliate of the Purchaser or NISL, or any Person controlled by any such Affiliate, in each case, other than the Purchaser, NISL and their respective Subsidiaries, directly or indirectly, owns or controls any Competitive Operation. For the period commencing on the date hereof and ending on the earlier of (i) 180 days thereafter, (ii) the date that the waiting period under HSR Act has expired or been terminated, or (iii) termination of this Agreement, neither the Purchaser nor NISL shall, nor shall they authorize or knowingly permit any Representative of the Purchaser, NISL or any their respective Subsidiaries to, (i) solicit, initiate, endorse or take any action to knowingly encourage or facilitate (including by way of furnishing non-public information) any proposal or offer involving any Competitive Operation, (ii) enter into, consummate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any way with, any agreement with respect to any proposal relating to any Competitive Operation, or (iii) resolve, propose or agree to do any of the foregoing. The Purchaser and NISL shall, and shall cause each of their respective Subsidiaries to, immediately after the date of this Agreement, cease and cause to be terminated any existing activities, discussions or negotiations by the Purchaser, NISL, any of their respective Subsidiaries, or any of their respective Representatives, with any Person conducted heretofore with respect to any of the foregoing. (d) Prior to the Closing, each party shall, and shall cause its Affiliates to, use commercially reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all consents from third parties necessary or appropriate to permit the consummation of the transactions contemplated hereby; provided, however, that the 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); provided further, however, that NISL shall be obligated to guarantee the obligations of the Purchaser or any of its Affiliates under any Contract, if required by any counterparty to such Contract as a condition to granting any consent thereunder; provided, further, that if any Person requests payment of any amount or requests a change with respect to such Contract that is a Customer Contract to grant such Person’s consent, and if the Sellers request in writing that the Purchaser pay such amount or make such change to obtain such consent and the Purchaser does not agree, within thirty (30) days after receipt of such written request, to make such payment or such change, the Sellers may any time thereafter transfer, sell or assign the applicable Customer Contract to another Person that is willing to pay the requested amount or make the requested change to obtain the applicable consent. The Purchaser acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts listed in the Seller Disclosure Schedules and that such consents and waivers have not been obtained. Except for adjustments to the other Transaction Documents. Notwithstanding Closing Purchase Price pursuant to Section 2.07, neither the foregoing, nothing Sellers nor any of their respective Affiliates shall have any liability whatsoever to the Purchaser arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement will require any Party to hold separate or make any divestiture not expressly contemplated herein because of the termination of any asset Contract as a result thereof. The Purchaser acknowledges that no representation, warranty or otherwise agree to any restriction on its operations covenant of the Sellers contained herein shall be breached or other condition in order deemed breached solely as a result of (i) the failure to obtain any consent or approval or other clearance required by waiver identified in this Agreement, the Seller Disclosure Schedules or any other Transaction Document, (ii) any such termination or (iii) any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such termination.