Common use of Mutual Covenants Regarding Further Action; Efforts Clause in Contracts

Mutual Covenants Regarding Further Action; Efforts. (a) Each of the parties shall use all reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental entities and parties to contracts with Company and Purchaser as are necessary for the consummation of the transactions contemplated herein; provided, however, that notwithstanding the foregoing, Company and Sellers shall use their commercially reasonable efforts at their sole expense to obtain each consent, approval, Permit or waiver listed on Schedule 3.6, Schedule 3.13 and Schedule 3.22, including any consent, Permit, approval or waiver required under any Government Contract, and Purchaser agrees to reasonably cooperate in such efforts. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each party and the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such action. (b) During the period after the date hereof but prior to the Closing (the “Interim Period”), 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.

Mutual Covenants Regarding Further Action; Efforts. (a) Each During the Interim Period, each of the parties shall will use all their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as in the most expeditious manner practicable, includingincluding (i) preparing and filing all forms, without limitationregistrations and notices required to be filed, using performing all necessary actions or nonactions, and obtaining all necessary waivers, consents and approvals from Governmental Authorities and making all necessary registrations and filings (including filings with Governmental Authorities) and taking all reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) obtaining all licenses, permits, necessary consents, approvalsapprovals or waivers from third parties, authorizations(iii) defending any lawsuits or other Claims, qualifications and orders of governmental entities and parties to contracts with Company and Purchaser as are necessary for whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herein; provided, however, that notwithstanding the foregoing, Company and Sellers shall use their commercially reasonable efforts at their sole expense to obtain each consent, approval, Permit or waiver listed on Schedule 3.6, Schedule 3.13 and Schedule 3.22, including any consent, Permit, approval or waiver required under any Government Contracthereby, and Purchaser agrees (iv) executing and delivering any additional instruments necessary to reasonably cooperate in such efforts. In case at any time after consummate the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each party and the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such actiontransactions contemplated hereby. (b) During the period after the date hereof but prior to the Closing (the “Interim Period”), each of the parties shall will promptly notify the others in writing of any pending or, to the Knowledge of such party, threatened in writing, 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 hereby. (c) The Purchaser and the right of Purchaser Company shall use their respective Reasonable Best Efforts to own or operate all or any portion of obtain, during the Interim Period and as soon as possible following the Execution Date, confirmation from the applicable Governmental Authorities that they will not recommend that the Company’s businesssecurity clearances (as applicable) be revoked, suspended or downgraded as a result of the consummation of the transactions contemplated by this Agreement. The Company shall and shall cause its employees to make all filings or notifications or such other actions as are necessary or appropriate in order to prevent the security clearances of the Company and their employees from being revoked, suspended or downgraded. (d) During the Interim Period, the Assets Purchaser shall use its Reasonable Best Efforts to (i) initiate and complete the background checks on the Key Employees as promptly as possible, which background checks shall be initiated no later than one (1) Business Day following the Execution Date, (ii) promptly review and provide comments to drafts of closing deliverables required to be delivered by the Company or the Sellers pursuant to Section 7.1 and otherwise ensure that Closing is not unreasonably delayed; and (iii) provide the Employment Documentation to the employees of the Company within three (3) days following the Execution Date and reasonably cooperate with the Company in obtaining executed Employment Documentation from the Company’s employees.

Mutual Covenants Regarding Further Action; Efforts. (a) Each During the Interim Period, each of the parties shall will use all reasonable efforts its Reasonable Best Efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as in the most expeditious manner practicable, includingincluding (i) preparing and filing all forms, without limitationregistrations and notices required to be filed, using performing all necessary actions or nonactions, and obtaining all necessary waivers, consents and approvals from Governmental Authorities and making all necessary registrations and filings (including filings with Governmental Authorities) and taking all reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) obtaining all licenses, permits, necessary consents, approvalsapprovals or waivers from third parties, authorizationsin each case, qualifications and orders of governmental entities and parties to contracts with Company and Purchaser as are the extent material or otherwise necessary for the consummation of the transactions contemplated hereinhereby, (iii) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby, and (iv) causing the other parties’ conditions to Closing and the conditions set forth in Section 6 to be satisfied and for the Closing to occur as promptly as practicable; provided, however, that notwithstanding neither the foregoingCompany nor any of its Affiliates shall commit to the payment of any material fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of the Purchaser. The Company and Sellers shall use their commercially reasonable efforts at their sole expense to obtain each consentassist the Purchaser, approvalas reasonably requested, Permit or waiver listed with planning for the post-Closing integration of the Purchaser and the Company (including by making available the information technology systems of the Company and personnel (as coordinated by the Designated Contacts in accordance with Section 5.4) to assist with the transition and implementation of IT-related matters on Schedule 3.6, Schedule 3.13 and Schedule 3.22, including any consent, Permit, approval or waiver required under any Government Contract, and Purchaser agrees to reasonably cooperate in such efforts. In case at any time after the Closing Date any further action is necessary or desirable Date), at the Purchaser’s sole cost and expense, subject to carry out the purposes of this Agreement, each party and the proper officers and directors of each party to this Agreement shall use all reasonable efforts to take all such actionlimitations under applicable Law. (b) During Without limitation of the period after foregoing, the date hereof but prior to Purchaser and the Closing Company shall each file a Notification and Report Form under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) with respect to the transactions contemplated hereby as soon as practicable but in no event later than five Business Days from the Execution Date. The Purchaser shall pay all filing fees related to compliance with the HSR Act in connection with transactions contemplated hereby. Each party will be responsible for its respective preparation costs and other expenses (including attorneys’ fees) in connection therewith. Subject to applicable Laws and the preservation of any applicable attorney-client privilege, the Purchaser and the Company each shall promptly (i) supply the other with any information which may be required in order to effectuate such filings, (ii) supply any additional information which reasonably may be required by the FTC or the DOJ, and (iii) make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith. If a party receives a request for information or documentary material from any Governmental Authority relating to the HSR Act or other Regulatory Law with respect to this Agreement or the transactions contemplated hereby, including but not limited to a Second Request for Information under the HSR Act, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request. In the event of a Second Request for Information under the HSR Act (a “Second Request”), the Purchaser shall retain an economic consulting firm to assist both the Purchaser and the Company with preparation of a response to the Second Request and the Purchaser shall bear all fees and costs incurred by the economic consulting firm in assisting both the Purchaser and the Company. The Purchaser will use commercially reasonable efforts to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority or any other Person so as to enable the parties to expeditiously close the transactions contemplated hereby. (c) Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall the Purchaser or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of the Purchaser, the Company or any of their respective Affiliates, (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Interests), (iii) enter into any agreement that in any way limits the ownership or operation of any business of the Purchaser, the Company, or any of their respective Affiliates, or (iv) agree to obtain prior approval or other approval from a Governmental Authority, or submit a notification or otherwise notify the Governmental Authority, prior to consummating any future transaction (other than the transactions contemplated by this Agreement); in each case, other than any such measures with respect to the Company that would not, individually and in the aggregate, reasonably be expected to be material to the business, assets, liabilities, condition (financial or otherwise) and results of operations of the Company, taken as a whole, and that are conditioned upon (and effective after) the Closing. Promptly upon the request of the Purchaser, the Seller shall, and shall cause the Company to, commit to any of the remedies described above, in each case, that is conditioned on the Closing, but shall not proffer, undertake or take any such action, or offer or agree to do so, without the Purchaser’s prior written consent. (d) During the Interim Period, each of the Purchaser and the Company shall, in connection with the efforts referenced in Section 5.9(a) and Section 5.9(b), to the extent not already completed, obtain all requisite approvals and authorizations and the other transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, and shall use its Reasonable Best Efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any request by the FTC, DOJ or any other Governmental Authority for additional information and documents or any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case, regarding any of the transactions contemplated by this Agreement, (iii) permit the other party to review any communication given by it to, or received from, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences; provided, however, that the parties may comply with this Section 5.9(d) by designating that certain sensitive information shall only be shared with the respective parties’ outside legal counsel, and (iv) promptly respond to inquiries from the FTC, the DOJ or any other Governmental Authority regarding the legality under any antitrust Law of the transactions contemplated by this Agreement; provided, however, that all obligations in this Section 5.9(d) shall be subject to applicable Laws relating to exchange of information and attorney-client communication and privileges. If there is a disagreement between the parties about antitrust or competition strategy, Purchaser’s decision will control. Purchaser shall consult in good faith with the Company and consider in good faith the Company’s views concerning strategy for obtaining any consents, approvals, waivers or similar confirmations from any Governmental Authority relating to the HSR Act or other Regulatory Law in connection with the transactions contemplated hereby, the overall positions to be taken and the regulatory or other actions to be requested in any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the transactions contemplated hereby and all other regulatory matters incidental thereto. Notwithstanding the foregoing, the Purchaser will take the lead in all meetings, discussions and communications with any Governmental Authority relating to obtaining such consents, approvals, waivers or similar confirmations with respect to the consents, approvals, waivers or similar confirmations. (e) Except as set forth on Schedule 5.9(e), the Purchaser and the Company shall not, and shall cause their respective Affiliates not to, acquire or enter into any agreement to acquire (by merger, consolidation, acquisition of equity interests or assets, joint venture or otherwise) any Person or a portion thereof or otherwise acquire or agree to acquire any assets, if such acquisition or the entering into such agreement would reasonably be expected to (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any Governmental Authority approval, permit or Order necessary to consummate the transactions contemplated hereby or the expiration or termination of any waiting period under applicable Law; (ii) materially increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated hereby or increase the risk of not being able to remove any such Order on appeal or otherwise; or (iii) otherwise materially delay or prevent the consummation of the transactions contemplated hereby. (f) As soon as practicable after the Execution Date, and as required under applicable Law, during the Interim Period, the Company (the extent applicable) will prepare and submit to the DCSA and, to the extent applicable, any other cognizant security agency (“CSA”), a notification of changed conditions, including change of ownership, under the National Industrial Security Program Operating Manual, 32 C.F.R. Part 117 (“NISPOM”) and any applicable CSA security regulations. (g) The parties will promptly prepare and file, within five (5) days of the Closing Date, with the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”) notifications of change of ownership of the Company under 22 U.S.C. §§2778-2780 of the Arms Export Control Act and ITAR (22 C.F.R. Parts 120-130). (h) During the Interim Period, each of the parties shall will promptly notify the others in writing of any pending or, to the Knowledge of such party, threatened in writing, 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 hereby. (i) The Company shall use its reasonable best efforts to make all filings or notifications or take such other actions as are necessary or appropriate in order to prevent the security clearances of the Company and its employees from being revoked, suspended or downgraded, including in connection with the consummation of the transactions contemplated by this Agreement. (j) Nothing in Section 5.7 or this Section 5.9 shall preclude the Purchaser from engaging in discussions or negotiations with any applicable Governmental Authority regarding the requirement, scope, or terms of actions that may be required by the Purchaser to obtain any consent or otherwise limit consummate the right transactions contemplated by this Agreement, in each case, for purposes of consummating the transactions contemplated by this Agreement and subject to the Purchaser’s and its Representatives’ obligations in the Confidentiality Agreement, nor shall the obligations in Section 5.7 or this Section 5.9 require any of the parties to initiate litigation against any Governmental Authority, provided, that if the Purchaser determines to own or operate all or any portion of Company’s businessinitiate such litigation, the Assets or Companyparties shall reasonably cooperate with respect thereto as provided in this Section 5.9.

Mutual Covenants Regarding Further Action; Efforts. (a) Each During the Interim Period, each of the parties shall will use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicablepracticable in accordance with the terms of this Agreement, including, without limitation, using all commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental entities Governmental Authorities and parties to contracts Contracts with the Company and the Purchaser as are necessary for the consummation of the transactions contemplated herein; provided, however, that notwithstanding the foregoing, Company and Sellers shall use their commercially reasonable efforts at their sole expense to obtain each consent, approval, Permit or waiver listed on Schedule 3.6, Schedule 3.13 and Schedule 3.22, including any consent, Permit, approval or waiver required under any Government Contract, and Purchaser agrees to reasonably cooperate in such efforts. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each party and the proper officers and directors of each party to this Agreement shall will use all commercially reasonable efforts to take all such action. (b) During Without limitation of the period foregoing, Purchaser and the Company undertake and agree to, or to cause their ultimate parent entities as that term is defined in the HSR Act to, file as soon as practicable (and in any event not later than seven (7) Business Days after the date hereof but prior to hereof), if required by Law, a Notification and Report Form under the Closing HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”). The Purchaser and the Sellers shall each pay one half (1/2) of all filing fees related to compliance with the HSR Act in connection with transactions contemplated hereby. Each party will be responsible for its respective preparation costs and other expenses (including attorneys’ fees) in connection therewith. (c) Each of Purchaser and the Company shall, in connection with the efforts referenced in Section 5.8(a) and (b) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Competition Law, use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any request by the FTC or DOJ for additional information and documents or any investigation or other inquiry, including any proceeding initiated by a private party; (ii) promptly inform the other party of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by this Agreement; (iii) permit the other party to review, and consider in good faith the other party’s comments regarding, any communication given by it to, or received from, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences; provided however, that the parties may comply with this Section 5.8 by designating that certain sensitive information shall only be shared with the respective parties outside legal counsel; and (iv) promptly take reasonable actions to respond to inquiries from the FTC, the DOJ or any other Governmental Authority regarding the legality under any antitrust law of the transactions contemplated by this Agreement; provided, however, that all obligations in this Section 5.8(c) shall be subject to applicable Laws relating to exchange of information and attorney-client communication and privileges. Subject to applicable Law, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and proposals made or submitted to any Governmental Authority. (d) As soon as practicable after the date of this Agreement, and as required under applicable Law, the Company will prepare and submit to the Defense Security Service (DSS) of the United States Department of Defense and, to the extent applicable, any other cognizant security agency (CSA), a notification of changed conditions, including change of ownership, under the National Industrial Security Program Operating Manual, DoD 5220.22-M (NISPOM) and any applicable CSA security regulations. (e) During the Interim Period”), each of the parties shall will promptly notify the others in writing of any pending or, to the Knowledge of such party, threatened in writing 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 hereby. (f) Purchaser and the right of Purchaser Company shall use their respective commercially reasonable efforts to own or operate all or any portion of obtain, as soon as possible following the date hereof, confirmation from the applicable Governmental Authorities that they will not recommend that the Company’s businesssecurity clearances be revoked, suspended or downgraded as a result of the Assets consummation of the transactions contemplated by this Agreement. The Company shall and shall cause its employees to make all filings or Companynotifications or such other actions as are necessary or appropriate in order to prevent the security clearances of the Company and its employees from being revoked, suspended or downgraded.