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

Necessary Efforts; No Inconsistent Action. (a) Subject to the other terms and conditions of this Agreement, including the conditions set forth in Article VII, the Parties shall, and shall cause their respective Affiliates 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 their respective commercially reasonable 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 Consents and all waivers or terminations of applicable waiting periods required for the satisfaction of the conditions set forth in Section 7.1(b), and all other Consents necessary in connection with the consummation of the transactions contemplated by the Ancillary Agreements; provided, however, that the foregoing provisions of this Section 8.1(a) shall not (i) require any Party to perform, satisfy or discharge any obligations of any other Party under this Agreement or otherwise or (ii) subject to the provisions of Section 2.9, require any Party or its Affiliates 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. 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 the other terms and conditions of this AgreementAgreement and to applicable Law, including the conditions set forth in Article VIIprior to Closing, the Parties shalleach Party agrees, and shall each Party agrees to cause their its respective Affiliates toAffiliates, to use their respective its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable applicable Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use their respective its commercially reasonable efforts to cause the conditions to each that Party’s obligation to close the transactions contemplated hereby as set forth in Article VII 7 to be satisfiedsatisfied in the most expeditious manner practicable, including taking all actions necessary (i) to obtain all Consents and all waivers Consents, certificates, clearances, expirations or terminations of applicable waiting periods periods, qualifications and Orders of any Governmental Authority (each a “Governmental Consent”) which are or may be required for the satisfaction of the conditions set forth in Section 7.1(b), and all other Consents necessary in connection with the consummation of the transactions contemplated by the Ancillary Agreements; provided, however, that the foregoing provisions of this Section 8.1(a) shall not (i) require any Party to perform, satisfy or discharge any obligations of any other Party under this Agreement or otherwise or (ii) subject to effect all such necessary registrations, novations, notices, disclosures and filings with the provisions of Section 2.9, require any Party or its Affiliates to expend any money other than for filing fees or expenses or de minimus costs or expenses or agree to any restrictions Governmental Authorities in order to obtain consummate and make effective the Purchase Transaction and the other transactions contemplated hereby, and (iii) to comply with all requirements under applicable Law which may be imposed on it with respect to this Agreement and the Purchase Transaction. In the event that any Consents. The Parties shall cooperate fully with each other Governmental Authority appoints a monitor to oversee the operation of the Business prior to the extent necessary in connection Closing, Seller and Buyer shall reasonably cooperate with the foregoingsuch monitor.

Necessary Efforts; No Inconsistent Action. (a) Subject to the other terms and conditions of this Agreement, including the conditions set forth in Article VII, the Parties shall, and shall cause their respective Affiliates 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 reasonably necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by the Transaction Documents and to use their respective commercially reasonable 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 Consents and all waivers or terminations of applicable waiting periods required for the satisfaction of the conditions set forth in Section 7.1(b), and all other Consents necessary in connection with the consummation of the transactions contemplated by the Ancillary Agreements; provided, however, that the foregoing provisions of this Section 8.1(a) 8.2 shall not (i) require any Party to perform, satisfy or discharge any obligations of any other Party under this Agreement or otherwise or (ii) subject to the provisions of Section 2.9, require any Party or its Affiliates 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. The Parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.