Common use of Pre-Closing Cooperation Clause in Contracts

Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party (other than filing and application fees to Government Entities, all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and (iii) using reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting the ability of the Parties to consummate the Closing; provided, that such reasonable efforts described in clauses (ii) and (iii) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially and adversely impact the Business or any other business of such Party.

Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including using reasonable efforts in connection with: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent; provided, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party Government Entity in order to obtain any such Consent (other than filing and application fees to Government Entities), all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using reasonable efforts to cause causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting that would prohibit, prevent, restrict or materially delay the ability consummation of the Parties to consummate the Closingtransactions contemplated by this Agreement; provided, that such reasonable efforts described in clauses (iiiv) and (iii) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially and adversely impact the Business or any other business of such Party.and

Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicablepracticable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including using reasonable efforts in connection with: (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent; provided, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party Government Entity in order to obtain any such Consent (other than filing and application fees to Government Entities), all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and Closing, (iii) using reasonable efforts to cause causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting that would prohibit, prevent, restrict or materially delay the ability consummation of the Parties to consummate the Closingtransactions contemplated by this Agreement; provided, that such reasonable efforts described in clauses (ii) and (iiiiv) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially assisting the Purchaser in the offer process and adversely impact facilitating the Business or any other business of such Partytransactions contemplated hereby.