Common use of Necessary Efforts; No Inconsistent Action Clause in Contracts

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parent, the Other Sellers, Seller and Purchaser agree, and each of Seller Parent, the Other Sellers and Seller agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause Angel, to use their respective 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its reasonable commercial efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including all actions necessary to obtain (i) all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b), and (ii) all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, cause the condition set forth in Section 7.3(a) to be deemed not to be satisfied and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event shall Seller or any of its Subsidiaries be required or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a Consent). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related matters. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parent, the Other Sellers, Seller and Purchaser agree, and each of Seller Parent, the Other Sellers and Seller agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause AngelSubsidiaries, to use their respective 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its reasonable commercial efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including all actions necessary to obtain (i) all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b), and (ii) all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, cause the condition set forth in Section 7.3(a) to be deemed not to be satisfied and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event shall Seller or any of its Subsidiaries be required or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a Consent). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related matters. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parentincluding the conditions set forth in Article VII, the Other Sellers, Seller Parties and Purchaser agree, and each of the Seller Parent, the Other Sellers and Seller Parties agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause AngelAffiliates, to use their respective 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its their respective commercially reasonable commercial efforts to cause cause, with respect to the Seller Parties, the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII Sections 7.1 and 7.3, and with respect to Purchaser, the conditions set forth in Sections 7.1 and 7.2, to be satisfied, including all actions necessary to obtain (i) all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b), and (ii) all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, cause the condition set forth in Section 7.3(a7.3(b) to be deemed not to be satisfied satisfied, and it being further understood that neither Party nor any of their respective Subsidiaries Affiliates shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event the foregoing provisions of this Section 6.3 shall Seller not require any Party to perform, satisfy or discharge any obligations of its Subsidiaries be required or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a Consent). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations under this Agreement or related matters. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoingotherwise.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parentincluding the conditions set forth in Article VII, the Other Sellers, Seller Parties and Purchaser agree, and each of the Seller Parent, the Other Sellers and Seller Parties agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause AngelAffiliates, to use their respective 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its their respective commercially reasonable commercial efforts to cause cause, with respect to the Seller Parties, the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII Sections 7.1 and 7.3, and with respect to Purchaser, the conditions set forth in Sections 7.1 and 7.2, to be satisfied, including all actions necessary to obtain (i) all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b), and (ii) all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, cause the condition set forth in Section 7.3(a7.3(b) to be deemed not to be satisfied and it being further understood that neither Party nor any of their respective Subsidiaries Affiliates shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event the foregoing provisions of this Section 6.3(a) shall Seller not require any Party to perform, satisfy or discharge any obligations of its Subsidiaries be required any other Party under this Agreement or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but otherwise. The Seller, as agent for the inability to obtain a Consent). Each of Seller Parties, on the one hand, and Purchaser Purchaser, on the other hand, agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related matters. Without limiting the foregoing, as promptly as practicable on or after the date of this Agreement, the Seller Parties shall give any notices required to be given under any Transferred Contract or Seller Plan, shall use their commercially reasonable efforts to obtain prior to Closing any consent required under any Transferred Contract or Seller Plan and shall promptly deliver to Purchaser a copy of each such notice delivered and each such consent received. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b5.3(b) and the other terms and conditions of this Agreement, Seller Parent, the Other Sellers, Seller and Purchaser agree, agree (and shall cause each of Seller Parent, the Other Sellers and Seller agree to cause their Subsidiaries and its respective Affiliates) to use their commercially reasonable efforts to cause Angel, to use their respective commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be donedone and to cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by the Transaction Documents as soon as practicable and to use its reasonable commercial efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII ARTICLE VI to be satisfied, including including, without limitation, all actions necessary to obtain (i) obtain all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b6.1(b), and (ii) obtain all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, not cause the condition set forth in Section 7.3(a6.3(b) to be deemed not to be satisfied and it being further understood that neither Party Seller nor any of their respective its Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents, (iii) defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by the Transaction Documents to which it is a party, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iv) execute or deliver any instruments or documents specified in this Agreement or any additional instruments necessary to consummate the transactions contemplated by the Transaction Documents, and to carry out fully the purposes of, this Agreement; provided, however, that in no event shall Seller or any of its Subsidiaries be required or expected to retain any the Company or the Company Subsidiary or their respective assets or liabilities in order to comply with its obligations in respect of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a Consent). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related mattersforegoing. The Parties shall cooperate fully with each other to the extent necessary and permitted by applicable Law in connection with the foregoing.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parent, the Other Sellers, Seller and Purchaser agree, and each of Seller Parent, the Other Sellers Purchaser and Seller agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause Angelrespective Subsidiaries, to use their respective 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its reasonable commercial efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article ARTICLE VII to be satisfied, including all actions necessary to obtain (i) all licenses, certificates, permits, approvals, clearances, expirations, consents, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b), and (ii) all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, cause the condition set forth in Section 7.3(a7.3(b) to be deemed not to be satisfied and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus minimis costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, however, that that, except as provided in Section 2.5, in no event shall Seller or any of its Subsidiaries be required or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a ConsentConsent of a Governmental Authority). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related matters. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parent, the Other Sellers, Seller and Purchaser agree, and each of Seller Parent, the Other Sellers and Seller agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause Angel, to use their respective 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its their respective reasonable commercial best efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including all actions necessary to obtain all (ia) all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority Person (including all required for Consents under Transferred Contracts or the satisfaction Title Leases), necessary or desirable in connection with the consummation of the conditions set forth in Section 7.1(b), transactions contemplated by the Transaction Documents and (iib) all other Consents (novations of the Transferred Contracts, it being understood that the failure to obtain any such Consents contemplated by this clause (iix) shall not, by itself, cause the condition set forth in Section 7.3(a) to be deemed not to be satisfied and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus immaterial administrative or legal costs or expenses or agree expenses, (y) the prior written consent of Purchaser shall be required with respect to any restrictions in order amendment, waiver or modification to obtain any ConsentsTransferred Contract for the purpose of obtaining any such Consent that is adverse to Purchaser or the Business and (z) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event shall Seller or any of its Subsidiaries Party be required to seek a novation of any Transferred Contract unless (1) such novation is required under applicable Law to transfer the burden and/or obligations of such Transferred Contract or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets 2) Purchaser reasonably expects that novating such Transferred Contract would be Purchased Assets but reduce applicable Transfer Taxes (and, for the inability avoidance of doubt, if the parties to obtain a ConsentTransferred Contract have agreed that such Transferred Contract is to be novated (pursuant to this clause (z) or otherwise). Each , this Agreement shall not constitute an assignment or attempted assignment of Seller and Purchaser agree that each Party will be given prior notice such Transferred Contract nor shall this Agreement amount to an agreement for the sale of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related mattersany interest in such contract). The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parent, the Other Sellers, Seller and Purchaser agree, and each of Seller Parent, the Other Sellers and Seller agree agrees to cause their Subsidiaries and to use their commercially reasonable efforts to cause Angelits Subsidiaries, to use their respective commercially reasonable commercial 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its reasonable commercial efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including all actions necessary to obtain (i) all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b), and (ii) all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, cause the condition set forth in Section 7.3(a7.3(b) to be deemed not to be satisfied and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event shall Seller or any of its Subsidiaries be required or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a Consent). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related matters. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parent, the Other Sellers, Seller and Purchaser agree, and each of Seller Parent, the Other Sellers Purchaser and Seller agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause Angelrespective Subsidiaries, to use their respective commercially reasonable commercial 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its reasonable commercial efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article ARTICLE VII to be satisfied, including all actions necessary to obtain (i) all licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b), and (ii) all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, cause the condition set forth in Section 7.3(a7.3(b) to be deemed not to be satisfied and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus minimis costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event shall Seller or any of its Subsidiaries be required or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a Consent). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related matters. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this AgreementAgreement and to applicable Law, Seller Parent, the Other Sellers, Seller Sphinx and Purchaser Arion agree, and each of Seller Parent, the Other Sellers Arion and Seller Sphinx agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause Angelrespective Subsidiaries, to use their respective commercially reasonable best efforts to take, or cause to be taken, all actions and to use their respective reasonable best efforts 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 and to use its their respective reasonable commercial best efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII 7 to be satisfiedsatisfied as promptly as practicable, including using their respective reasonable best efforts to take all actions necessary to obtain (i) to obtain all Consents, licenses, certificates, permits, approvals, clearances, expirations, consents, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders of any Governmental Authority (each a “Governmental Consent”) of or other Persons, including with respect to any Governmental Authority Assigned Contracts, required for in connection with the satisfaction consummation of the conditions set forth transactions contemplated by this Agreement and the other Transaction Documents, except, in Section 7.1(b)the case of a Consent of a Person other than a Governmental Authority, and (ii) all other Consents as requested by Arion (it being understood that the failure to obtain any such Consents contemplated by this clause (iiSection 6.4(a) shall not, by itself, cause the condition conditions set forth in Section 7.3(a7.2(b) or Section 7.3(b) to be deemed not to be satisfied satisfied), (ii) to cause the Investors to use reasonable best efforts to effect all such necessary registrations and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions filings with the Governmental Authorities in order to obtain consummate and make effective the Purchase Transactions and the other transactions contemplated hereby, (iii) to comply with all requirements under applicable Law which may be imposed on it with respect to this Agreement and the Purchase Transactions and (iv) to defend any Consents) necessary in connection with Proceedings, whether judicial or administrative, brought under, pursuant to or relating to any regulatory Law challenging this Agreement or the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event shall Seller or any of its Subsidiaries be required or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a Consent). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related mattersthis Agreement. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing; provided that, except as otherwise expressly set forth in this Agreement, neither Arion nor Sphinx will be required to make any payments (other than filing fees), incur any Liability, or offer or grant any accommodation (financial or otherwise) to any third party in connection with obtaining any Consent of any Person.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this AgreementAgreement and to applicable Law, Seller Parentand other than to receive CFIUS Approval, DSS Approval or with respect to Antitrust Laws, which are the Other Sellerssubject of Section 6.3(b) through Section 6.3(h), Seller and Purchaser Buyer agree, and each of Seller Parent, the Other Sellers Buyer and Seller agree to cause their respective Subsidiaries and to use their commercially reasonable efforts to cause Angeland, in the case of Buyer, the Investors (other than GIC) to use their respective 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 Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use its their respective reasonable commercial best efforts to (i) cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII 7 to be satisfiedsatisfied as promptly as practicable, including all actions necessary (ii) to obtain (i) all Consents, licenses, certificates, permits, approvals, clearances, expirations, consents, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders of any Governmental Authority (each a “Governmental Consent”) of or other Persons, including with respect to any Governmental Authority required for the satisfaction of the conditions set forth in Section 7.1(b)Assigned Material Contracts, and (ii) all other Consents (it being understood that the failure to obtain any such Consents contemplated by this clause (ii) shall not, by itself, cause the condition set forth in Section 7.3(a) to be deemed not to be satisfied and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions in order to obtain any Consents) necessary in connection with the consummation of the transactions contemplated by the Transaction Documents; provided, howeverunless, in the case of a Consent of a Person other than a Governmental Authority, Buyer requests that Seller not attempt to obtain such Consent (it being understood that the failure to obtain any such Consents shall not, by itself, cause the conditions set forth in no event shall Section 7.2(b) or Section 7.3(b) to be deemed not to be satisfied), (iii) to effect all such necessary registrations, novations, notices, disclosures and filings with the Governmental Authorities in order to consummate and make effective the Purchase Transaction and the other transactions contemplated hereby, (iv) to comply with all requirements under applicable Law which may be imposed on it with respect to this Agreement and the Purchase Transaction, (v) to defend any Actions, whether judicial or administrative, brought under, pursuant to or relating to any regulatory Law challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (vi) in the case of Seller, (a) transferring (or satisfying in full) any Excluded Liabilities (or any Liabilities of the type described in the definition of Excluded Liabilities) and (b) transferring any employees that are not Business Employees, in each of the foregoing cases (a) and (b), from the Purchased Entities to Seller or any one of its Subsidiaries be required (other than a Purchased Entities) such that the Purchased Entities are transferred to Buyer at Closing without any such Excluded Liabilities (or expected to retain any Liabilities of the Purchased Assets type described in the definition of Excluded Liabilities) or any assets employees that are not Business Employees, in each of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for foregoing cases to the inability to obtain a Consent). Each of Seller greatest extent commercially practicable and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related matterspermitted by Law. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing; provided, that, except as expressly set forth in Section 6.3(b) and (f), neither Buyer nor Seller will be required to make any payments (other than filing fees), incur any Liability, or offer or grant any accommodation (financial or otherwise) to any third party in connection with obtaining any Consent of any Person. Further, in no event will Seller, and Seller will cause its Subsidiaries not to, without Buyer’s prior written consent, commit to any divestiture transaction, or commit to alter their businesses or commercial practices in any way, or otherwise take or commit to take any such action that, in each case, would reasonably be expected to limit Buyer’s freedom of action with respect to, or Buyer’s ability to retain any of the businesses, product lines or assets of, the Business or otherwise receive the full benefits of this Agreement, including, in each case, in connection with the Operational Separation Activities. Notwithstanding anything to the contrary herein, except as expressly set forth in Section 6.3(b) or (f), Buyer and its Affiliates shall not be required to commit to any divestiture transaction, or commit to alter their businesses or commercial practices in any way, or otherwise take or commit to take any action that limits Buyer’s freedom of action with respect to, or Buyer’s ability to retain any of the businesses, product lines or assets of, the Business or otherwise receive the full benefits of this Agreement.

Necessary Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the other terms and conditions of this Agreement, Seller Parent, the Other SellersAgreement and to applicable Law, Seller and Purchaser Buyer agree, and each of Seller Parent, the Other Sellers Buyer and Seller agree to cause their Subsidiaries and to use their commercially reasonable efforts to cause Angelrespective Subsidiaries, to use their respective commercially reasonable best efforts to take, or cause to be taken, all actions and to use their respective reasonable best efforts 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 and to use its their respective reasonable commercial best efforts to cause the conditions to each Party’s obligation to close the transactions contemplated hereby as set forth in Article VII 7 to be satisfiedsatisfied as promptly as practicable, including using their respective reasonable best efforts to take all actions necessary to obtain (i) to obtain all Consents, licenses, certificates, permits, approvals, clearances, expirationsconsents, waivers waivers, expirations or terminations of applicable waiting periods, authorizations, qualifications and orders (each a “Consent”) of any Governmental Authority or other Persons, including with respect to any Assigned Contracts or Shared Contract, required for in connection with the satisfaction consummation of the conditions set forth transactions contemplated by this Agreement and the other Transaction Documents, except, in Section 7.1(b)the case of a Consent of a Person other than a Governmental Authority, and (ii) all other Consents as requested by Xxxxx (it being understood that the failure to obtain any such Consents contemplated by this clause (iiSection 6.4(a) shall not, by itself, cause the condition conditions set forth in Section 7.3(a7.2(b) or Section 7.3(b) to be deemed not to be satisfied satisfied), (ii) to effect all such necessary registrations and it being further understood that neither Party nor any of their respective Subsidiaries shall be required to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions filings with the Governmental Authorities in order to obtain consummate and make effective the Purchase Transactions and the other transactions contemplated hereby, (iii) to comply with all requirements under applicable Law which may be imposed on it with respect to this Agreement and the Purchase Transactions and (iv) to defend any Consents) necessary in connection with Proceedings, whether judicial or administrative, brought under, pursuant to or relating to any regulatory Law challenging this Agreement or the consummation of the transactions contemplated by the Transaction Documents; provided, however, that in no event shall Seller or any of its Subsidiaries be required or expected to retain any of the Purchased Assets or any assets of the Purchased Seller Subsidiaries (including assets that would be Purchased Assets but for the inability to obtain a Consent). Each of Seller and Purchaser agree that each Party will be given prior notice of and a reasonable opportunity to consult with the other Party regarding contacts with Governmental Authorities regarding Antitrust Regulations or related mattersthis Agreement. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing; provided that, except as otherwise expressly set forth in this Agreement, neither Buyer nor Seller will be required to make any payments (other than filing fees), incur any Liability, or offer or grant any accommodation (financial or otherwise) to any third party in connection with obtaining any Consent of any Person.