Common use of Mutual Efforts Clause in Contracts

Mutual Efforts. Subject to Section 5.1(b), which shall govern in relation to obtaining the Competition Act Clearance, each Party hereto shall, and shall use their respective commercially reasonable efforts to cause their respective Affiliates to: (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable, as are within such Party's power to control, under this Agreement and Applicable Laws, to satisfy all conditions precedent in this Agreement and consummate the transactions contemplated hereby, as promptly as practicable, and in any event, prior to the Outside Date, and cooperate with the other Parties hereto in connection therewith; (ii) as soon as practicable, make or cause to be made all filings, notices or requests for approval, if any, required to be given or made by such Party to any Governmental Authority or under Applicable Laws in connection with the consummation of the transactions contemplated by this Agreement; (iii) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the transactions contemplated hereby; and (iv) upon reasonable consultation with the other Parties hereto, oppose and apply to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the transactions contemplated hereby and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the transactions contemplated hereby, provided that no Party shall consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the other Party, not to be unreasonably withheld, conditioned or delayed.

Mutual Efforts. Subject to Section 5.1(b), which The Company and Parent shall govern in relation to obtaining the Competition Act Clearance, cooperate with each Party hereto shall, other and use (and shall use cause their respective Subsidiaries to use) commercially reasonable efforts to cause their respective Affiliates to: (i) take, take or cause to be taken, taken all actions, and do, do or cause to be done, done all things, necessary, proper or advisable, as are within such Party's power to control, advisable on its part under this Agreement to consummate and Applicable Laws, to satisfy all conditions precedent in this Agreement and consummate make effective the transactions contemplated hereby, as promptly as practicable, and in any event, prior to the Outside Date, and cooperate with the other Parties hereto in connection therewith; (ii) by this Agreement as soon as practicable, make including satisfaction, but not waiver, of the Closing conditions set forth in Article 10 and preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or cause advisable to be made all filings, notices obtained from any third party and/or any Government in order to consummate the transactions contemplated by this Agreement. If any administrative or requests for approval, if any, required judicial action or proceeding is instituted (or threatened to be given instituted), including by a private party, to prohibit the transactions contemplated by this Agreement (including such Government action that would cause a failure of the conditions set forth in Section 10.3(c)), the Company and Parent shall use their commercially reasonable efforts to avoid the institution of any such action or made proceeding and to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any temporary, preliminary or permanent decree, judgment, injunction or other order that is in effect and that prohibits, prevents, delays or restricts consummation of the transactions contemplated by such Party to any Governmental Authority this Agreement (it being understood that the foregoing obligation of the parties hereto will cease in the event a permanent decree, judgment, injunction or under Applicable Laws other order is issued or is in connection with the effect that is non-appealable and prohibits, prevents, delays or restricts consummation of the transactions contemplated by this Agreement; (iii) not take any action). In exercising the foregoing, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation each of the transactions contemplated hereby; and (iv) upon reasonable consultation with the other Parties hereto, oppose Company and apply to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the transactions contemplated hereby Parent shall cooperate and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the transactions contemplated hereby, provided that no Party shall consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the other Party, not to be unreasonably withheld, conditioned or delayedact as promptly as practicable.