Common use of Reasonable Best Efforts; Additional Agreements Clause in Contracts

Reasonable Best Efforts; Additional Agreements. (a) Subject to the terms and conditions of this Agreement, each of Parent and the Company agrees to cooperate fully with each other and to use 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 to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Merger, including using reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Merger. (b) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by Parent. (c) Parent and the Company shall use reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Officers of Parent and the Company shall execute and deliver to Winston & Xxxxxx LLP, counsel to the Company, and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to Parent, certificates containing appropriate representations at such time or times as may be reasonably requested by such law firms, including the effective date of the Form S-4 and the Effective Time, in connection with their respective deliveries of opinions with respect to the Tax treatment of the Merger. (d) The Company shall consult with Parent prior to sending any written communications to its employees regarding the Merger or this Agreement.

Reasonable Best Efforts; Additional Agreements. (a) Subject to the terms and conditions of this Agreement, each of Parent STI and the Company NCF agrees to cooperate fully with each other and to use 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 to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Merger, including using reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Merger. (b) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by ParentSTI. (c) Parent STI and the Company NCF shall use reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Officers of Parent STI and the Company NCF shall execute and deliver to Winston Bass, Xxxxx & Xxxxxx Xxxx PLC, counsel to NCF, and King & Spalding LLP, counsel to the Company, and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to Parent, STI certificates containing appropriate representations at such time or times as may be reasonably requested by such law firms, including the effective date of the Form S-4 and the Effective Time, in connection with their respective deliveries of opinions with respect to the Tax treatment of the Merger. (d) The Company NCF shall consult with Parent STI prior to sending any written communications to its employees regarding the Merger or this Agreement.

Reasonable Best Efforts; Additional Agreements. (a) Subject to the terms and conditions of this Agreement, each of Parent North Fork and the Company GreenPoint agrees to cooperate fully with each other and to use 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 to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Merger, including using reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Merger. (b) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by ParentNorth Fork. (c) Parent North Fork and the Company GreenPoint shall use reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Officers of Parent North Fork and the Company GreenPoint shall execute and deliver to Winston Wachtell, Lipton, Xxxxx & Xxxxxx LLPXxxx, counsel to the CompanyGreenPoint, and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to ParentNorth Fork, certificates containing appropriate representations at such time or times as may be reasonably requested by such law firms, including the effective date of the Form S-4 and the Effective Time, in connection with their respective deliveries of opinions with respect to the Tax treatment of the Merger. (d) The Company GreenPoint shall consult with Parent North Fork prior to sending any written communications to its employees regarding the Merger or this Agreement.

Reasonable Best Efforts; Additional Agreements. (a) Subject to the terms and conditions of this Agreement, each of Parent North Fork and the Company GreenPoint agrees to cooperate fully with each other and to use 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 to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Merger, including using reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Merger. (b) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by ParentNorth Fork. (c) Parent North Fork and the Company GreenPoint shall use reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Officers of Parent North Fork and the Company GreenPoint shall execute and deliver to Winston Wachtell, Lipton, Rxxxx & Xxxxxx LLPKxxx, counsel to the CompanyGreenPoint, and Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, counsel to ParentNorth Fork, certificates containing appropriate representations at such time or times as may be reasonably requested by such law firms, including the effective date of the Form S-4 and the Effective Time, in connection with their respective deliveries of opinions with respect to the Tax treatment of the Merger. (d) The Company GreenPoint shall consult with Parent North Fork prior to sending any written communications to its employees regarding the Merger or this Agreement.

Reasonable Best Efforts; Additional Agreements. (a) Subject to the terms and conditions of this Agreement, each of Parent, Parent Bank and the Company agrees to cooperate fully with each other and to use 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 to consummate and make effective, at the time and in the manner contemplated by this Agreement, the Merger, including using reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the MergerMerger (it being understood that any amendments or supplements to the S-4 or a resolicitation of proxies as a result of a transaction by Parent or its Subsidiaries shall not violate this covenant unless the aggregate delay resulting from the foregoing should exceed 60 days in the aggregate). (b) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation Bank with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries shall take all such necessary action as may be reasonably requested by Parent. (c) Parent, Parent Bank and the Company shall use reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Officers of Parent, Parent Bank, and the Company shall execute and deliver to Winston Sxxxxxxx & Xxxxxx Cxxxxxxx LLP, counsel to the Company, and Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, counsel to Parent, certificates containing appropriate representations at such time or times as may be reasonably requested by such law firms, including the effective date of the Form S-4 and the Effective Time, in connection with their respective deliveries of opinions with respect to the Tax treatment of the Merger. (d) The Company shall consult with Parent prior to sending any written communications to its employees regarding the Merger or this Agreement.